<PAGE>   1
                                                                     EXHIBIT 4.5



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




                                  AT&T WIRELESS SERVICES, INC.

                                               AND

                                      THE BANK OF NEW YORK
                                           AS TRUSTEE





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


                                            INDENTURE

                                    DATED AS OF MARCH 6, 2001

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



                              7.350% SENIOR NOTES DUE MARCH 1, 2006

                              7.875% SENIOR NOTES DUE MARCH 1, 2011

                              8.750% SENIOR NOTES DUE MARCH 1, 2031




                              ====================================
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                                        TABLE OF CONTENTS

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                                            RECITALS


                                            ARTICLE 1
                           DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions......................................................................1
SECTION 1.02.  Rules of Construction...........................................................14

                                            ARTICLE 2
                                         THE SECURITIES

SECTION 2.01.  Form, Dating and Denominations; Legends.........................................15
SECTION 2.02.  Execution and Authentication; Exchange Securities;
         Additional Securities.................................................................16
SECTION 2.03.  Registrar, Paying Agent and Authenticating Agent; Paying
         Agent to Hold Money in Trust..........................................................17
SECTION 2.04.  Replacement Securities..........................................................18
SECTION 2.05.  Outstanding Securities..........................................................18
SECTION 2.06.  Temporary Securities............................................................19
SECTION 2.07.  Cancellation....................................................................19
SECTION 2.08.  CUSIP and CINS Numbers..........................................................19
SECTION 2.09.  Registration, Transfer and Exchange.............................................20
SECTION 2.10.  Restrictions on Transfer and Exchange...........................................23
SECTION 2.11.  Temporary Offshore Global Securities............................................24

                                            ARTICLE 3
                                           REDEMPTION

SECTION 3.01.  Optional Redemption.............................................................25
SECTION 3.02.  Redemption upon a Tax Event.....................................................25
SECTION 3.03.  Notice to Trustee...............................................................26
SECTION 3.04.  Selection of Securities to be Redeemed..........................................26
SECTION 3.05.  Notice of Redemption............................................................26
SECTION 3.06.  Effect of Notice of Redemption..................................................27
SECTION 3.07.  Deposit of Redemption Price.....................................................27
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                                            ARTICLE 4
                                            COVENANTS

SECTION 4.01.  Payment of Securities...........................................................28
SECTION 4.02.  Reports by the Company..........................................................29
SECTION 4.03.  Limitations on Liens............................................................29
SECTION 4.04.  Limitations on Sales and Leasebacks.............................................30
SECTION 4.05.  Waiver of Covenants.............................................................30
SECTION 4.06.  Additional Amounts..............................................................30

                                            ARTICLE 5
                                      SUCCESSOR CORPORATION

SECTION 5.01.  Consolidation, Merger, Sale or Conveyance.......................................32
SECTION 5.02.  Assumption and Substitution.....................................................33
SECTION 5.03.  Opinion of Counsel..............................................................33

                                            ARTICLE 6
                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 6.01.  Events of Default; Acceleration of Maturity; Waiver of
         Default...............................................................................34
SECTION 6.02.  Collection of Indebtedness by Trustee; Trustee May Prove
         Debt..................................................................................36
SECTION 6.03.  Application of Proceeds.........................................................38
SECTION 6.04.  Limitation on Suits by Securityholders..........................................39
SECTION 6.05.  Powers and Remedies Cumulative; Delay or Omission Not
         Waiver of Default.....................................................................39
SECTION 6.06.  Control by Securityholders; Waiver of Defaults..................................40
SECTION 6.07.  Right of Court to Require Filing of Undertaking to Pay
         Costs.................................................................................40

                                            ARTICLE 7
                                             TRUSTEE

SECTION 7.01.  Duties of Trustee...............................................................41
SECTION 7.02.  Rights of Trustee...............................................................42
SECTION 7.03.  Individual Rights of Trustee....................................................43
SECTION 7.04.  Trustee Disclaimer..............................................................43
SECTION 7.05.  Notice of Default...............................................................43
SECTION 7.06.  Reports by Trustee to Holders...................................................43
SECTION 7.07.  Compensation and Indemnity......................................................44
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                                       ii
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SECTION 7.08.  Replacement of Trustee..........................................................44
SECTION 7.09.  Successor Trustee, Agents by Merger, etc........................................46
SECTION 7.10.  Eligibility; Disqualification...................................................46
SECTION 7.11.  Preferential Collection of Claims Against Company...............................46

                                            ARTICLE 8
                                     DISCHARGE OF INDENTURE

SECTION 8.01.  Satisfaction and Discharge of Indenture.........................................47
SECTION 8.02.  Defeasance upon Deposit of Moneys or U.S. Government
         Obligations...........................................................................47
SECTION 8.03.  Application of Moneys Deposited.................................................49
SECTION 8.04.  Repayment of Moneys Held........................................................49
SECTION 8.05.  Return of Moneys Unclaimed for Two Years........................................49
SECTION 8.06.  Indemnity for Government Obligations............................................49

                                            ARTICLE 9
                                     AMENDMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders......................................................50
SECTION 9.02.  With Consent of Holders.........................................................50
SECTION 9.03.  Compliance with Trust Indenture Act.............................................51
SECTION 9.04.  Revocation and Effect of Consents...............................................51
SECTION 9.05.  Notation on or Exchange of Securities...........................................51
SECTION 9.06.  Trustee Protected...............................................................51

                                           ARTICLE 10
                                          MISCELLANEOUS

SECTION 10.01.  Trust Indenture Act............................................................52
SECTION 10.02.  Notices........................................................................52
SECTION 10.03.  Communication by Holders with Other Holders....................................53
SECTION 10.04.  Certificate and Opinion as to Conditions Precedent.............................53
SECTION 10.05.  Statements Required in Certificate or Opinion..................................54
SECTION 10.06.  Legal Holidays.................................................................54
SECTION 10.07.  Governing Law..................................................................54
SECTION 10.08.  No Adverse Interpretation of Other Agreements..................................54
SECTION 10.09.  No Recourse Against Others.....................................................54
SECTION 10.10.  When Treasury Securities Disregarded...........................................55
SECTION 10.11.  Rules by Trustee, Paying Agent, Registrar......................................55
SECTION 10.12.  Execution in Counterparts......................................................55
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SECTION 10.13.  Judgment Currency..............................................................55

                                            EXHIBITS

EXHIBIT A         Form of Security
EXHIBIT B         Restricted Legend
EXHIBIT C         DTC Legend
EXHIBIT D         Regulation S Certificate
EXHIBIT E         Rule 144A Certificate
EXHIBIT F         Certificate of Beneficial Ownership
EXHIBIT G         Temporary Offshore Global Security Legend
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                                       iv
<PAGE>   6
         INDENTURE, dated as of March 6, 2001, between AT&T Wireless Services,
Inc., a Delaware corporation, the Company, and The Bank of New York, a New York
banking corporation, as Trustee.

                                    RECITALS

         The Company has duly authorized the execution and delivery of the
Indenture to provide for the issuance of the Company's 7.350% Senior Notes Due
March 1, 2006 (the "2006 NOTES"), 7.875% Senior Notes Due March 1, 2011 (the
"2011 NOTES") and 8.750% Senior Notes Due March 1, 2031 (the "2031 NOTES"), and,
if and when issued, any Additional Securities, together with any Exchange
Securities issued therefor as provided herein (all of the foregoing being
collectively referred to herein as the "SECURITIES"). All things necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done, and the Company has done all things necessary to make the
Securities (in the case of the Additional Securities, when duly authorized),
when executed by the Company and authenticated and delivered by the Trustee and
duly issued by the Company, the valid obligations of the Company as hereinafter
provided.

         This Indenture is subject to, and will be governed by, the provisions
of the Trust Indenture Act that are required to be a part of and govern
indentures qualified under the Trust Indenture Act.

                            THIS INDENTURE WITNESSETH

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:



                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.  Definitions.

         "ADDITIONAL AMOUNTS" has the meaning ascribed to such term in Section
4.06(a).

         "ADDITIONAL INTEREST" means Additional Registration Rights Interest and
Additional Trigger Event Interest, if any.
<PAGE>   7
         "ADDITIONAL REGISTRATION RIGHTS INTEREST" means additional interest
owed to the Holders pursuant to a Registration Rights Agreement.

         "ADDITIONAL SECURITIES" means any Securities issued under this
Indenture in addition to the Original Securities, including any Exchange
Securities issued in exchange for such Additional Securities, having the same
terms in all respects as the Original Securities except that interest will
accrue on the Additional Securities from their date of issuance.

         "ADDITIONAL TRIGGER EVENT INTEREST" means additional interest owed to
the Holders pursuant to the terms of the Securities.

         "AFFILIATE" means any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Company.

         "AGENT" means any Authenticating Agent, Paying Agent or Registrar.

         "AGENT MEMBER" means a member of, or a participant in, the Depositary.

         "ATTRIBUTABLE DEBT" means, as of the date of its determination, the
present value (discounted semiannually at an interest rate implicit in the terms
of the lease) of the obligation of a lessee for rental payments pursuant to any
Sale and Leaseback Transaction (reduced by the amount of the rental obligations
of any sublessee of all or part of the same property) during the remaining term
of such Sale and Leaseback Transaction (including any period for which the lease
relating thereto has been extended), such rental payments not to include amounts
payable by the lessee for maintenance and repairs, insurance, taxes, laws,
assessments and similar charges and for contingent rents (such as those based on
sales), provided, however, that in the case of any Sale and Leaseback
Transaction in which the lease is terminable by the lessee upon the payment of a
penalty, Attributable Debt shall mean the lesser of the present value of (a) the
rental payments to be paid under such Sale and Leaseback Transaction until the
first date (after the date of such determination) upon which it may be so
terminated plus the then applicable penalty upon such termination and (b) the
rental payments required to be paid during the remaining term of such Sale and
Leaseback Transaction (assuming such termination provision is not exercised).

         "AUTHENTICATING AGENT" refers to a Person engaged to authenticate the
Securities in the stead of the Trustee.

         "AUTHORIZED NEWSPAPER" means a newspaper of general circulation, in the
official language of the country of publication or in the English language.
customarily published on each business day. Whenever successive weekly


                                        2
<PAGE>   8
publications in an Authorized Newspaper are required hereunder they may be
made (unless otherwise expressly provided herein) on the same or different days
of the week and in the same or different Authorized Newspapers. Initially, the
Authorized Newspaper in The City of New York shall be The Wall Street Journal,
and the Authorized Newspaper in Luxembourg shall be the Luxembourg Wort.

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

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City or in the city where the Corporate Trust
Office of the Trustee is located are authorized by law to close. "CORPORATE
TRUST OFFICE" means the office of the Trustee at which the corporate trust
business of the Trustee is principally administered.

         "CERTIFICATE OF BENEFICIAL OWNERSHIP" means a certificate substantially
in the form of Exhibit F.

         "CERTIFICATED SECURITY" means a Security in registered individual form
without interest coupons.

         "CLEARSTREAM" means Clearstream Banking SA.

         "COMPANY" means the party named as such in the first paragraph of this
Indenture or any successor obligor under this Indenture and the Securities
pursuant to Article 5.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 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. "INDEPENDENT INVESTMENT BANKER" means one of
the Reference Treasury Dealers appointed by the Company.

         "COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "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


                                       3
<PAGE>   9
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.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, at any date, the total assets
appearing in the most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end of the most recent fiscal quarter of
the Company for which such balance sheet is available, prepared in accordance
with generally accepted accounting principles, less (a) all current liabilities
as shown on such balance sheet and (b) Intangible Assets. "INTANGIBLE ASSETS"
means the value (net of any applicable reserves), as shown on or reflected in
such balance sheet, of: (i) all trade names, trademarks, licenses, patents,
copyrights and goodwill; (ii) organization costs; and (iii) deferred charges
(other than prepaid items such as insurance, taxes, interest, commissions, rents
and similar items and tangible assets being amortized); but in no event shall
the term "Intangible Assets" include product development cost.

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

         "DEPOSITARY" means the depositary of each Global Security, which will
initially be DTC.

         "DTC" means The Depository Trust Company, a New York corporation.

         "DTC LEGEND" means the legend set forth in Exhibit C.

         "EUROCLEAR" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934.

         "EXCHANGE SECURITIES" means the Securities of the Company issued
pursuant to the Indenture in exchange for, and in an aggregate principal amount
equal to, the Initial Securities or any Initial Additional Securities in
compliance with the terms of a Registration Rights Agreement and containing
terms substantially identical to the Initial Securities or any Initial
Additional Securities (except that (i) such Exchange Securities will be
registered under the Securities Act and will not be subject to transfer
restrictions or bear the Restricted Legend, and (ii) the provisions relating to
Additional Registration Rights Interest will be eliminated).


                                       4
<PAGE>   10
         "EXCHANGE OFFER" means an offer by the Company to the Holders of the
Initial Securities or any Initial Additional Securities to exchange outstanding
Securities for Exchange Securities, as provided for in a Registration Rights
Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means the Exchange Offer
Registration Statement as defined in a Registration Rights Agreement.

         "FUNDED DEBT" means any Indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any Indebtedness
renewable or extendible at the option of the obligor to a date later than one
year from the date of determination thereof.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

         "GLOBAL SECURITY" means a Security in registered global form without
interest coupons.

         "HOLDER" or "SECURITYHOLDER" means the registered holder of any
Security.

         "INDEBTEDNESS" of any corporation means all indebtedness representing
money borrowed which is created, assumed, incurred or guaranteed in any manner
by such corporation or for which such corporation is otherwise responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds to
or invest in, others).

         "INDENTURE" means this Indenture as amended or supplemented from time
to time and shall include the forms and terms of the Securities established as
contemplated hereunder.

         "INITIAL ADDITIONAL SECURITIES" means Additional Securities issued in
an offering not registered under the Securities Act and any Securities issued in
replacement thereof, but not including any Exchange Securities issued in
exchange therefor.

         "INITIAL SECURITIES" means the Securities issued on the Issue Date and
any Securities issued in replacement thereof, but not including any Exchange
Securities issued in exchange therefor.

         "INITIAL PURCHASERS" means the initial purchasers party to a purchase
agreement with the Company relating to the sale of the Initial Securities by the
Company.


                                       5
<PAGE>   11
         "INTEREST", in respect of the Securities, unless the context otherwise
requires, refers to interest and Additional Interest, if any.

         "INTEREST PAYMENT DATE" means each March 1 and September 1 of each
year, commencing September 1, 2001.

         "ISSUE DATE" means the date on which the Original Securities are
originally issued under this Indenture.

         "NON-U.S. PERSON" means a Person that is not a U.S. person, as defined
in Regulation S.

         "LIEN" means any mortgage, pledge, security interest, lien, charge or
other encumbrance, but shall not include any of the foregoing types of
encumbrances that are incidental to the conduct of the business of the Company
or any Restricted Subsidiary or the ownership of the property and assets of any
of them and that were not incurred in connection with the incurrence of any
Indebtedness. Such incidental encumbrances that are to be excluded from the term
"Lien" include, without limitation: pledges or deposits made to secure
obligations of the Company or a Restricted Subsidiary under workmen's
compensation laws or similar legislation; liens imposed by law, such as
materialmen's, mechanics', carriers', workmen's, vendors', repairmen's, or other
like liens incurred in the ordinary course of business; governmental (federal,
state or municipal) liens arising out of contracts for the purchase of products
of the Company or a Restricted Subsidiary, and deposits or pledges to obtain the
release of any of the foregoing liens; liens created by or resulting from any
litigation or legal proceeding that is currently being contested in good faith
by an appropriate proceedings; leases made or existing on Principal Property
entered into in the ordinary course of business by the Company or a Restricted
Subsidiary; landlords' liens under leases of Principal Property to which the
Company or a Restricted Subsidiary is a party; zoning restrictions, easements,
licenses or restrictions on the use of Principal Property or minor
irregularities in the title thereto; deposits in connection with bids, tenders,
contracts (other than for the payment of money) to which the Company or any
Restricted Subsidiary is a party; deposits to secure public or statutory
obligations of the Company or any Restricted Subsidiary; deposits in connection
with obtaining or maintaining self-insurance or to obtain the benefits of any
law, regulation or arrangement pertaining to unemployment insurance, old age
pensions, social security or similar matters; deposits of cash or obligations of
the United States of America to secure surety, appeal or customs bonds to which
the Company or any Restricted Subsidiary is a party; and liens for taxes or
assessments or governmental charges or levies not yet due or delinquent, or
which can thereafter be paid without penalty, or which are being contested in
good faith by appropriate proceedings.


                                       6
<PAGE>   12
         "OFFICER" means the Chairman of the Board of Directors, any
Vice-Chairman of the Board of Directors, the President, any Vice-President
(whether or not designated by a number or numbers, or a word or words added
before or after the title Vice-President), the Treasurer, the Secretary or the
Controller of the Company.

         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers or
by any Officer and an Assistant Treasurer or Assistant Secretary of the Company.

         "OFFSHORE GLOBAL SECURITY" means a Global Security representing
Securities issued and sold pursuant to Regulation S.

         "OPINION OF COUNSEL" means a written opinion of legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

         "ORIGINAL SECURITIES" means the Initial Securities and any Exchange
Securities issued in exchange therefor.

         "PAYING AGENT" refers to a Person engaged to perform the obligations of
the Trustee in respect of payments made or funds held hereunder in respect of
the Securities.

         "PERMANENT OFFSHORE GLOBAL SECURITY" means an Offshore Global Security
that does not bear the Temporary Offshore Global Security Legend.

         "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity, including a
government or political subdivision or an agency or instrumentality thereof.

         "PRINCIPAL" whenever used with reference to the Securities or any
portion thereof shall be deemed to include "and premium, if any."

         "PRINCIPAL PROPERTY" means any land, land improvements, buildings and
associated factory, laboratory, office and switching equipment (excluding all
products marketed by the Company or any Subsidiary) constituting a manufacturing
facility, development facility, warehouse facility, service facility, office
facility or operating facility (including any portion thereof), which facility
(a) is owned by or leased to the Company or any Restricted Subsidiary, (b) is
located within the United States and (c) has an acquisition cost plus
capitalized improvements in excess of 0.25% of Consolidated Net Tangible Assets
as of the date of such determination, other than (i) any such facility, or
portion thereof, which has been financed by obligations issued by or on behalf
of a State, a Territory or a possession of the United States, or any political
subdivision of any


                                       7
<PAGE>   13
of the foregoing, or the District of Columbia, the interest on which is
excludable from gross income of the holders thereof (other than a "substantial
user" of such facility or a "related person" as those terms are used in Section
103 of the Internal Revenue code of 1986, as amended (the "CODE")) pursuant to
the provisions of Section 103 of the Code (or any similar provisions hereafter
enacted) as in effect at the time of issuance of such obligations, (ii) any such
facility which the Board of Directors may by resolution declare is not of
material importance to the Company and the Restricted Subsidiaries taken as a
whole and (iii) any such facility, or portion thereof, owned or leased jointly
or in common with one or more persons other than the Company and any Subsidiary
and in which the interest of the Company and all Subsidiaries does not exceed
50%.

         "REFERENCE TREASURY DEALER" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Salomon Smith Barney Inc. plus three others of the initial
purchasers (as described in the offering memorandum dated March 1, 2001,
relating to the sale of the Securities) that are U.S. Government securities
dealers and their respective successors or, if any of the foregoing shall cease
to be a primary U.S. Government securities dealer (a "PRIMARY TREASURY DEALER"),
another nationally recognized investment banking firm that is a Primary Treasury
Dealer to be substituted by the Company.

         "REGISTER" has the meaning assigned to such term in Section 2.09.

         "REGISTRAR" means a Person engaged to maintain the Register.

         "REGISTRATION RIGHTS AGREEMENT" means (i) the Registration Rights
Agreement dated on or about the Issue Date between the Company and the Initial
Purchasers party thereto with respect to the Initial Securities, and (ii) with
respect to any Additional Securities, any registration rights agreements between
the Company and the Initial Purchasers party thereto relating to rights given by
the Company to the purchasers of Additional Securities to register such
Additional Securities or exchange them for Securities registered under the
Securities Act.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the February 15 or August 15 (whether or not a Business Day) next
preceding such Interest Payment Date.

         "REGULATION S" means Regulation S under the Securities Act.

         "REGULATION S CERTIFICATE" means a certificate substantially in the
form of Exhibit D hereto.


                                       8
<PAGE>   14
         "REMAINING SCHEDULED PAYMENTS" means, with respect to each Security to
be redeemed, the remaining scheduled payments of principal of and interest on
such Security that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Security, the amount of the next succeeding scheduled interest payment
on such Security will be reduced by the amount of interest accrued on such
Security to such redemption date.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, shall
mean any vice-president, any trust officer, any assistant vice-president or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with a particular subject.

         "RESTRICTED LEGEND" means the legend set forth in Exhibit B.

         "RESTRICTED PERIOD" means the relevant 40-day distribution compliance
period as defined in Regulation S.

         "RESTRICTED SUBSIDIARY" means (a) any Subsidiary (i) which has
substantially all its property within the United States of America, (ii) which
owns or is a lessee of any Principal Property, and (iii) in which the investment
of the Company and all other Subsidiaries exceeds 0.25% of Consolidated Net
Tangible Assets as of the date of such determination; provided, however, that
the term "Restricted Subsidiary" shall not include (A) any Subsidiary (x)
primarily engaged in the business of purchasing, holding, collecting, servicing
or otherwise dealing in and with installment sales contracts, leases, trust
receipts, mortgages, commercial paper or other financing instruments and any
collateral or agreements relating thereto, including in the business,
individually or through partnerships, of financing (whether through long- or
short-term borrowings, pledges, discounts or otherwise) the sales, leasing or
other operations of the Company and the Subsidiaries or any of them, or (y)
engaged in the business of financing the assets and operations of third parties;
provided that notwithstanding (x) and (y) above, such Subsidiary shall be a
Restricted Subsidiary if it owns, leases or operates any property which would
qualify as Principal Property except as incidental to such financing business;
or (B) any Subsidiary acquired or organized after April 26, 2000 for the purpose
of acquiring the stock or business or assets of any person other than the
Company or any Restricted Subsidiary, whether by merger, consolidation,
acquisition of stock or assets or similar transaction analogous in purpose or
effect, so long as such Subsidiary does not acquire by merger, consolidation,
acquisition of stock or assets or similar transactions analogous in purpose or
effect all or any substantial part of the business or assets of the


                                       9
<PAGE>   15
Company or any Restricted Subsidiary; and (b) any other Subsidiary which is
hereafter designated by the Board of Directors as a Restricted Subsidiary.

         "RULE 144A" means Rule 144A under the Securities Act.

         "RULE 144A CERTIFICATE" means (i) a certificate substantially in the
form of Exhibit E hereto or (ii) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification
(x) is acquiring such Security (or beneficial interest) for its own account or
one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a qualified institutional buyer
within the meaning of Rule 144A, (y) is aware that the transfer to it or
exchange, as applicable, is being made in reliance upon the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A, and (z)
acknowledges that it has received such information regarding the Company as it
has requested pursuant to Rule 144A(d)(4) or has determined not to request such
information.

         "SALE AND LEASEBACK TRANSACTION" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property (whether such Principal Property is now owned or hereafter
acquired) that has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person, other than (a) temporary leases for a
term, including renewals at the option of the lessee, of not more than three
years; (b) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries; and (c) leases of Principal Property executed by the
time of, or within 180 days after the latest of, the acquisition, the completion
of construction or improvement (including any improvements on property which
will result in such property becoming Principal Property), or the commencement
of commercial operation of such Principal Property.

         "SEC" means the Securities and Exchange Commission.

         "SECURED INDEBTEDNESS" means (a) Indebtedness of the Company or a
Restricted Subsidiary which is secured by any Lien upon any Principal Property
or Restricted Securities and (b) Indebtedness of the Company or a Restricted
Subsidiary in respect of any conditional sale or other title retention agreement
covering Principal Property or Restricted Securities; but "Secured Indebtedness"
shall not include any of the following:

                  (i) Indebtedness of the Company and the Restricted
         Subsidiaries outstanding on April 26, 2000, secured by then existing
         Liens upon, or incurred in connection with conditional sales agreements
         or other title retention agreements with respect to, Principal Property
         or Restricted Securities;


                                       10
<PAGE>   16
                  (ii) Indebtedness which is secured by (A) purchase money Liens
         upon Principal Property or Restricted Securities acquired after April
         26, 2000, or (B) Liens placed on Principal Property after April 26,
         2000, during construction or improvement thereof (including any
         improvements on property which will result in such property becoming
         Principal Property) or placed thereon within 180 days after the later
         of acquisition, completion of construction or improvement or the
         commencement of commercial operation of such Principal Property or
         improvement, or placed on Restricted Securities acquired after April
         26, 2000, or (C) conditional sale agreements or other title retention
         agreements with respect to any Principal Property or Restricted
         Securities acquired after April 26, 2000 if (in each case referred to
         is this subparagraph (ii)) (x) such Lien or agreement secures all or
         any part of the Indebtedness incurred for the purpose of financing all
         or any part of the purchase price or cost of construction of such
         Principal Property or improvement or Restricted Securities and (y) such
         Lien or agreement does not extend to any Principal Property or
         Restricted Securities other than the Principal Property or Restricted
         Securities so acquired or the Principal Property, or portion thereof,
         on which the property so constructed, or such improvement is located;
         provided, however, that the amount by which the aggregate principal
         amount of Indebtedness secured by any such Lien or agreement exceeds
         the cost to the Company or such Restricted Subsidiary of the related
         acquisition, construction or improvement shall be considered to be
         "Secured Indebtedness";

                  (iii) Indebtedness which is secured by Liens on Principal
         Property or Restricted Securities, which Liens exist at the time of
         acquisition (by any manner whatsoever) of such Principal Property or
         Restricted Securities by the Company or a Restricted Subsidiary;

                  (iv) Indebtedness of Restricted Subsidiaries owing to the
         Company or any other Restricted Subsidiary and Indebtedness of the
         Company owing to any Restricted Subsidiary;

                  (v) in the case of any corporation which becomes (by any
         manner whatsoever) a Restricted Subsidiary after April 26, 2000,
         Indebtedness which is secured by Liens upon, or conditional sale
         agreements or other title retention agreements with respect to, its
         property which constitutes Principal Property or Restricted Securities,
         which Liens exist at the time such corporation becomes a Restricted
         Subsidiary;

                  (vi) guarantees by the Company of Secured Indebtedness and
         Attributable Debt of any Restricted Subsidiaries and guarantees by a


                                       11
<PAGE>   17
         Restricted Subsidiary of Secured Indebtedness and Attributable Debt of
         the Company and any other Restricted Subsidiaries;

                  (vii) Indebtedness arising from any Sale and Leaseback
         Transaction;

                  (viii) Indebtedness secured by Liens on property of the
         Company or a Restricted Subsidiary in favor of the United States of
         America, any State, Territory or possession thereof, or the District of
         Columbia, or any department, agency or instrumentality or political
         subdivision of the United States of America or any State, Territory or
         possession thereof, or the District of Columbia, or in favor of any
         other country or any political subdivision thereof, if such
         Indebtedness was incurred for the purpose of financing all or any part
         of the purchase price or the cost of construction of the property
         subject to such Liens; provided, however, that the amount by which the
         aggregate principal amount of Indebtedness secured by any such Lien
         exceeds the cost to the Company or such Restricted Subsidiary of the
         related acquisition or construction shall be considered to be "Secured
         Indebtedness"; and

                  (ix) the replacement, extension or renewal (or successive
         replacements, extensions or renewals) of any Indebtedness (in whole or
         in part) excluded from the definition of "Secured Indebtedness" by
         subparagraphs (i) through (viii) above; provided, however, that no Lien
         securing, or conditional sale or title retention agreement with respect
         to, such Indebtedness shall extend to or cover any Principal Property
         or any Restricted Securities, other than such property which secured
         the Indebtedness so replaced, extended or renewed (plus improvements on
         or to any such Principal Property); provided further, however, that to
         the extent that such replacement, extension or renewal increases the
         principal amount of Indebtedness secured by such Lien or is in a
         principal amount in excess of the principal amount of Indebtedness
         excluded from the definition of "Secured Indebtedness" by subparagraphs
         (i) through (viii) above, the amount of such increase or excess shall
         be considered to be "Secured Indebtedness".

                  In no event shall the foregoing provisions be interpreted to
mean or their operation to cause the same Indebtedness to be included more than
once is the calculation of "Secured Indebtedness" as that term is used in this
Indenture.

         "SECURITIES" has the meaning assigned to such term in the Recitals.

         "SECURITIES ACT" means the Securities Act of 1933.


                                       12
<PAGE>   18
         "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in a Registration Rights Agreement.

         "STATED MATURITY" means (i) with respect to any Indebtedness, the date
specified as the fixed date on which the final installment of principal of such
Indebtedness is due and payable or (ii) with respect to any scheduled
installment of principal of or interest on any Indebtedness, the date specified
as the fixed date on which such installment is due and payable as set forth in
the documentation governing such Indebtedness, not including any contingent
obligation to repay, redeem or repurchase prior to the regularly scheduled date
for payment.

         "SUBSIDIARY" means any corporation a majority of the Voting Shares of
which are at the time owned or controlled, directly or indirectly, by the
Company or by one or more Subsidiaries, or by the Company and one or more
Subsidiaries.

         "TEMPORARY OFFSHORE GLOBAL SECURITY" means an Offshore Global Security
that bears the Temporary Offshore Global Security Legend.

         "TEMPORARY OFFSHORE GLOBAL SECURITY LEGEND" means the legend set forth
in Exhibit G.

         "TIA" means the Trust Indenture Act.

         "TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the semiannual 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 in this Indenture until a
successor replaces it and thereafter means the successor.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939.

         "U.S. GLOBAL SECURITY" means a Global Security that bears the
Restricted Legend representing Securities issued and sold pursuant to Rule 144A.

         "U.S. GOVERNMENT OBLIGATIONS" means:

         (i)      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; or


                                       13
<PAGE>   19
         (ii)     obligations of a person controlled or supervised by and acting
                  as an agency or instrumentality of the United States of
                  America, the payment of which is unconditionally guaranteed as
                  a full faith and credit obligation for the United States of
                  America.

         "U.S. HOLDER" means a beneficial owner of a Security that is, for
United States federal income tax purposes, (a) a citizen or resident of the
United States, (b) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (c) an estate or trust the income of which is subject to
United States federal income taxation regardless of its source or (d) any other
Person whose income from a Security is effectively connected with the conduct of
a United States trade or business.

         "VOTING SHARES" means as to shares of a particular corporation,
outstanding shares of stock of any class of such corporation entitled to vote in
the election of directors, excluding shares entitled so to vote only upon the
happening of some contingency.

         SECTION 1.02.  Rules of Construction.   Unless the context otherwise
requires or except as otherwise expressly provided,

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles, and, except as may otherwise be herein expressly provided,
         the term "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted at the date of such computation;

                  (3) "or" is not exclusive;

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

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

                  (6) all references to Sections or Articles or Exhibits refer
         to Sections or Articles or Exhibits of or to this Indenture unless
         otherwise indicated;


                                       14
<PAGE>   20
                  (7) references to agreements or instruments, or to statutes or
         regulations, are to such agreements or instruments, or statutes or
         regulations, as amended from time to time (or to successor statutes and
         regulations); and

                  (8) in the event that a transaction meets the criteria of more
         than one category of permitted transactions or listed exceptions the
         Company may classify such transaction as it, in its sole discretion,
         determines.



                                    ARTICLE 2
                                 THE SECURITIES

         SECTION 2.01. Form, Dating and Denominations; Legends. (a) The
Securities and the Trustee's certificate of authentication will be substantially
in the form attached as Exhibit A. The terms and provisions contained in the
form of the Securities annexed as Exhibit A constitute, and are hereby expressly
made, a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, rules of or agreements with national securities
exchanges to which the Company is subject, or usage. Each Security will be dated
the date of its authentication. The Securities will be issuable in denominations
of $1,000 in principal amount and any multiple of $1,000 in excess thereof.

          (b) (1) Except as otherwise provided in paragraph (c), Section 2.10(e)
or Section 2.09(b)(4), each Initial Security or Initial Additional Security
(other than a Permanent Offshore Security) will bear the Restricted Legend.

           (2) Each Global Security, whether or not an Initial Security or
         Additional Security, will bear the DTC Legend.

           (3)  Each Temporary Offshore Global Security will bear the
         Temporary Offshore Global Security Legend.

           (4) Initial Securities and Initial Additional Securities offered and
         sold in reliance on Regulation S will be issued as provided in Section
         2.11(a).

           (5) Exchange Securities will be issued, subject to Section 2.09(b),
         in the form of one or more Global Securities.

          (c) (1) If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that a


                                       15
<PAGE>   21
Security is eligible for resale pursuant to Rule 144(k) under the Securities Act
(or a successor provision) and that the Restricted Legend is no longer necessary
or appropriate in order to ensure that subsequent transfers of the Security (or
a beneficial interest therein) are effected in compliance with the Securities
Act, or

           (2)  after an Initial Security or an Initial Additional Security is

                        (x) sold pursuant to an effective registration statement
                  under the Securities Act, pursuant to the Registration Rights
                  Agreement or otherwise, or (y) is validly tendered for
                  exchange into an Exchange Security pursuant to an Exchange
                  Offer

the Company may instruct the Trustee to cancel the Security and issue to the
Holder thereof (or to its transferee) a new Security of like tenor and amount,
registered in the name of the Holder thereof (or its transferee), that does not
bear the Restricted Legend, and the Trustee will comply with such instruction.

          (d) By its acceptance of any Security bearing the Restricted Legend
(or any beneficial interest in such a Security), each Holder thereof and each
owner of a beneficial interest therein acknowledges the restrictions on transfer
of such Security (and any such beneficial interest) set forth in this Indenture
and in the Restricted Legend and agrees that it will transfer such Security (and
any such beneficial interest) only in accordance with this Indenture and such
legend.

         SECTION 2.02. Execution and Authentication; Exchange Securities;
Additional Securities. (a) An Officer shall execute the Securities for the
Company by facsimile or manual signature in the name and on behalf of the
Company. If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security will still be
valid.

          (b) A Security will not be valid until the Trustee manually signs the
certificate of authentication on the Security, with the signature conclusive
evidence that the Security has been authenticated under this Indenture.

          (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication. The Trustee will authenticate and deliver

                  (i) Initial Securities for original issue in the aggregate
         principal amounts specified by the Company,

                  (ii) Initial Additional Securities from time to time for
         original issue in aggregate principal amounts specified by the Company,
         and


                                       16
<PAGE>   22
                  (iii) Exchange Securities from time to time for issue in
         exchange for a like principal amount of Initial Securities or Initial
         Additional Securities

after the following conditions have been met:

           (1)  Receipt by the Trustee of an Officers' Certificate specifying

                           (A) the amount of Securities to be authenticated and
                  the date on which the Securities are to be authenticated,

                           (B) whether the Securities are to be Initial
                  Securities or Additional Securities or Exchange Securities,
                  and

                           (C) other information the Company may determine to
                  include or the Trustee may reasonably request.

           (2) In the case of Initial Additional Securities, receipt by the
         Trustee of an Opinion of Counsel confirming that the Holders of the
         outstanding Securities will be subject to federal income tax in the
         same amounts, in the same manner and at the same times as would have
         been the case if such Additional Securities were not issued.

           (3) In the case of Exchange Securities, effectiveness of an Exchange
         Offer Registration Statement and consummation of the exchange offer
         thereunder (and receipt by the Trustee of an Officers' Certificate to
         that effect). Initial Securities or Initial Additional Securities
         exchanged for Exchange Securities will be cancelled by the Trustee.

         SECTION 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars
and one or more Paying Agents, and the Trustee may appoint an Authenticating
Agent, in which case each reference in this Indenture to the Trustee in respect
of the obligations of the Trustee to be performed by that Agent will be deemed
to be references to the Agent. The Company may act as Registrar or (except for
purposes of Article 8) Paying Agent. In each case the Company and the Trustee
will enter into an appropriate agreement with the Agent implementing the
provisions of this Indenture relating to the obligations of the Trustee to be
performed by the Agent and the related rights.

          (b) The Company will require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of and interest on the Securities and will promptly notify the Trustee
of


                                       17
<PAGE>   23
any default by the Company in making any such payment. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require the Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.

          (c) For so long as the Securities are listed on the Luxembourg Stock
Exchange, the Company will appoint a Paying Agent in Luxembourg.

          (d) The Company shall maintain in the Borough of Manhattan, the City
of New York, State of New York an office or agency where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company will give prompt notice to the Trustee of the location, and
any change in location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations and surrenders may be made
or served to the Trustee. The Company may also from time to time designate one
or more other offices or agencies where the Securities may be surrendered or
presented for any of such purposes and may from time to time rescind such
designations. The Company will give prompt notice to the Trustee of any such
designation or recission and of any change in the location of any such other
office or agency.

         SECTION 2.04. Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if a Holder claims that its Security has been
lost, destroyed or wrongfully taken, the Company will issue and the Trustee will
authenticate a replacement Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding. Every replacement Security
is an additional obligation of the Company and entitled to the benefits of this
Indenture. An indemnity must be furnished that is sufficient in the judgment of
both the Trustee and the Company to protect the Company and the Trustee from any
loss they may suffer if a Security is replaced. The Company may charge the
Holder for the expenses of the Company and the Trustee in replacing a Security.
In case the mutilated, lost, destroyed or wrongfully taken Security has become
or is about to become due and payable, the Company in its discretion may pay the
Security instead of issuing a replacement Security.

         SECTION 2.05. Outstanding Securities. (a) Securities outstanding at any
time are all Securities that have been authenticated by the Trustee except for


                                       18
<PAGE>   24
                  (1) Securities cancelled by the Trustee or delivered to it for
         cancellation;

                  (2) any Security which has been paid pursuant to Section 2.04
         and any Security which has been replaced pursuant to Section 2.04
         unless and until the Trustee and the Company receive proof satisfactory
         to them that the replaced Security is held by a bona fide purchaser;
         and

                  (3) on or after the maturity date or any redemption date,
         those Securities payable or to be redeemed or purchased on that date
         for which the Trustee (or Paying Agent, other than the Company or an
         Affiliate of the Company) holds money sufficient to pay all amounts
         then due.

         (b) Subject to Section 10.10, a Security does not cease to be
outstanding because the Company or one of its Affiliates holds the Security

         SECTION 2.06. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee will authenticate
temporary Securities. Temporary Securities will be substantially in the form of
definitive Securities but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the Officer executing the
temporary Securities, as evidenced by the execution of the temporary Securities.
If temporary Securities are issued, the Company will cause definitive Securities
to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities will be exchangeable for definitive
Securities upon surrender of the temporary Securities at the office or agency of
the Company designated for the purpose pursuant to Section 2.03(c), without
charge to the Holder. Upon surrender for cancellation of any temporary
Securities the Company will execute and the Trustee will authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged, the temporary Securities will be
entitled to the same benefits under this Indenture as definitive Securities.

         SECTION 2.07. Cancellation. The Company at any time may deliver to the
Paying Agent for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Paying Agent for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold.
Any Registrar or the Trustee will forward to the Paying Agent any Securities
surrendered to it for transfer, exchange or payment. The Paying Agent will
cancel all Securities surrendered for transfer, exchange, payment or
cancellation and deliver them to the Trustee to be disposed of in accordance
with the Trustee's normal procedures or the written instructions of the Company;
provided that the Trustee may not be required to destroy such Securities. The
Company may not


                                       19
<PAGE>   25
issue new Securities to replace Securities it has paid in full or delivered to
the Paying Agent for cancellation.

         SECTION 2.08.  CUSIP and CINS Numbers.  The Company in issuing the
Securities may use "CUSIP" and "CINS" numbers, and the Trustee will use
CUSIP numbers or CINS numbers in notices of redemption or exchange as a
convenience to Holders, the notice to 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 redemption or exchange. The Company will promptly
notify the Trustee of any change in the CUSIP or CINS numbers.

         SECTION 2.09. Registration, Transfer and Exchange. (a) The Securities
will be issued in registered form only, without coupons. Except under the
circumstances described paragraph (b)(4), the Securities will be issued in
global form only. The Company shall cause the Trustee to maintain a register
(the "REGISTER") of the Securities, for registering the record ownership of the
Securities by the Holders and transfers and exchanges of the Securities.

               (b)(1) Each Global Security will be registered in the name of
         the Depositary or its nominee and, so long as DTC is serving as the
         Depositary thereof, will bear the DTC Legend.

                  (2) Each Global Security will be delivered to the Trustee as
         custodian for the Depositary. Transfers of a Global Security (but not a
         beneficial interest therein) will be limited to transfers thereof in
         whole, but not in part, to the Depositary, its successors or their
         respective nominees, except (1) as set forth in Section 2.09(b)(4) and
         (2) transfers of portions thereof in the form of Certificated
         Securities may be made upon request of an Agent Member (for itself or
         on behalf of a beneficial owner) by written notice given to the Trustee
         by or on behalf of the Depositary in accordance with customary
         procedures of the Depositary and in compliance with this Section and
         Section 2.10.

                  (3) Agent Members will have no rights under this Indenture
         with respect to any Global Security held on their behalf by the
         Depositary, and the Depositary may be treated by the Company, the
         Trustee and any agent of the Company or the Trustee as the absolute
         owner and Holder of such Global Security for all purposes whatsoever.
         Notwithstanding the foregoing, the Depositary or its nominee may grant
         proxies and otherwise authorize any Person (including any Agent Member
         and any Person that holds a beneficial interest in a Global Security
         through an Agent Member) to take any action which a Holder is entitled
         to take under this Indenture or the Securities, and nothing herein will
         impair, as between the Depositary


                                       20
<PAGE>   26
         and its Agent Members, the operation of customary practices governing
         the exercise of the rights of a holder of any security.

                  (4) If (x) the Depositary notifies the Company that it is
         unwilling or unable to continue as Depositary for a Global Security and
         a successor depositary is not appointed by the Company within 90 days
         of the notice or (y) an Event of Default has occurred and is continuing
         and the Trustee has received a request from the Depositary, the Trustee
         will promptly exchange each beneficial interest in the Global Security
         for one or more Certificated Securities in authorized denominations
         having an equal aggregate principal amount registered in the name of
         the owner of such beneficial interest, as identified to the Trustee by
         the Depositary, and thereupon the Global Security will be deemed
         canceled. If such Security does not bear the Restricted Legend, then
         the Certificated Securities issued in exchange therefor will not bear
         the Restricted Legend. If such Security bears the Restricted Legend,
         then the Certificated Securities issued in exchange therefor will bear
         the Restricted Legend, provided that any Holder of any such
         Certificated Security issued in exchange for a beneficial interest in a
         Temporary Offshore Global Security will have the right upon
         presentation to the Trustee of a duly completed Certificate of
         Beneficial Ownership after the Restricted Period to exchange such
         Certificated Security for a Certificated Security of like tenor and
         amount that does not bear the Restricted Legend, registered in the name
         of such Holder.

          (c)   Each Certificated Security will be registered in the name of the
holder thereof or its nominee.

          (d) A Holder may transfer a Security (or a beneficial interest
therein) to another Person or exchange a Security (or a beneficial interest
therein) for another Security or Securities of any authorized denomination by
presenting to the Trustee a written request therefor stating the name of the
proposed transferee or requesting such an exchange, accompanied by any
certification, opinion or other document required by Section 2.10. The Trustee
will promptly register any transfer or exchange that meets the requirements of
this Section by noting the same in the Register maintained by the Trustee for
the purpose; provided that

                  (x) no transfer or exchange will be effective until it is
         registered in such Register and

                  (y) the Trustee will not be required (i) to issue, register
         the transfer of or exchange any Security for a period of 15 days before
         a selection of Securities to be redeemed, (ii) to register the transfer
         of or exchange any Security so selected for redemption in whole or in
         part,


                                       21
<PAGE>   27
         except, in the case of a partial redemption, that portion of any
         Security not being redeemed, or (iii) if a redemption is to occur after
         a Regular Record Date but on or before the corresponding Interest
         Payment Date, to register the transfer of or exchange any Security on
         or after the Regular Record Date and before the date of redemption.
         Prior to the registration of any transfer, the Company, the Trustee and
         their agents will treat the Person in whose name the Security is
         registered as the owner and Holder thereof for all purposes (whether or
         not the Security is overdue), and will not be affected by notice to the
         contrary.

         From time to time the Company will execute and the Trustee will
authenticate additional Securities as necessary in order to permit the
registration of a transfer or exchange in accordance with this Section.

         No service charge will be imposed in connection with any transfer or
exchange of any Security, but the Company may require payment of a sum
sufficient to cover any taxes or other governmental charges payable in
connection therewith (other than any taxes or other governmental charges payable
upon exchange pursuant to paragraph (b)(4)).

                  (e) (1) Global Security to Global Security. If a beneficial
         interest in a Global Security is transferred or exchanged for a
         beneficial interest in another Global Security, the Trustee will (x)
         record a decrease in the principal amount of the Global Security being
         transferred or exchanged equal to the principal amount of such transfer
         or exchange and (y) record a like increase in the principal amount of
         the other Global Security. Any beneficial interest in one Global
         Security that is transferred to a Person who takes delivery in the form
         of an interest in another Global Security, or exchanged for an interest
         in another Global Security, will, upon transfer or exchange, cease to
         be an interest in such Global Security and become an interest in the
         other Global Security and, accordingly, will thereafter be subject to
         all transfer and exchange restrictions, if any, and other procedures
         applicable to beneficial interests in such other Global Security for as
         long as it remains such an interest.

                  (2) Certificated Security to Certificated Security. If a
         Certificated Security is transferred or exchanged for another
         Certificated Security, the Trustee will (x) cancel the Certificated
         Security being transferred or exchanged, (y) deliver one or more new
         Certificated Securities in authorized denominations having an aggregate
         principal amount equal to the principal amount of such transfer or
         exchange to the transferee (in the case of a transfer) or the Holder of
         the canceled Certificated Security (in the case of an exchange),
         registered in the name of such transferee or Holder, as applicable, and
         (z) if such transfer or


                                       22
<PAGE>   28
         exchange involves less than the entire principal amount of the canceled
         Certificated Security, deliver to the Holder thereof one or more
         Certificated Securities in authorized denominations having an aggregate
         principal amount equal to the untransferred or unexchanged portion of
         the canceled Certificated Security, registered in the name of the
         Holder thereof.

         SECTION 2.10. Restrictions on Transfer and Exchange. (a) The transfer
or exchange of any Security (or a beneficial interest therein) may only be made
in accordance with this Section, Section 2.09 and the applicable rules and
procedures of the Depositary. The Trustee shall refuse to register any requested
transfer or exchange that does not comply with the preceding sentence.

          (b) The transfer or exchange of any Security (or a beneficial interest
therein) that bears the Restricted Legend may only be made in compliance with
the provisions of the Restricted Legend.

          (c) The transfer or exchange of a beneficial interest in an Offshore
Global Security for a beneficial interest in a U.S. Global Security may only be
made upon receipt by the Trustee of a duly completed Rule 144A Certificate.

          (d) The transfer or exchange of a beneficial interest in a U.S. Global
Security for a beneficial interest in an Offshore Global Security may only be
made upon receipt by the Trustee of a duly completed Regulation S Certificate.

          (e) The transfer or exchange of a Certificated Security for another
Certificated Security may only be made upon receipt by the Trustee of (x) a duly
completed Rule 144A Certificate or (y) a duly completed Regulation S
Certificate, and/or an opinion of counsel and such other certifications and
evidence as the Company may reasonably require in order to determine that the
proposed transfer or exchange is being made in compliance with the Securities
Act and any applicable securities laws of any state of the United States;
provided that if the requested transfer or exchange is made by the Holder of a
Certificated Security that does not bear the Restricted Legend, then no
certification is required. In the event that (i) the requested transfer or
exchange takes place after the Restricted Period and a duly completed Regulation
S Certificate is delivered to the Trustee or (ii) a Certificated Note that does
not bear the Restricted Legend is surrendered for transfer or exchange, upon
transfer or exchange the Trustee will deliver a Certificated Note that does not
bear the Restricted Legend.

          (f) During the Restricted Period, beneficial interests in an Offshore
Global Security may be held through the Depositary only through Euroclear and
Clearstream, and their respective direct and indirect participants.


                                       23
<PAGE>   29
          (g) The Trustee will retain copies of all certificates, opinions and
other documents received in connection with the transfer or exchange of a
Security (or a beneficial interest therein), and the Company will have the right
to inspect and make copies thereof at any reasonable time upon written notice to
the Trustee.

         (h) No certification is required in connection with any transfer or
exchange of any Security (or a beneficial interest therein)

                  (i) after such Security is eligible for resale pursuant to
         Rule 144(k) under the Securities Act (or a successor provision);
         provided that the Company has provided the Trustee with a certificate
         to that effect, and the Company may require from any Person requesting
         a transfer or exchange in reliance upon this clause (i) an opinion of
         counsel and any other reasonable certifications and evidence in order
         to support such certificate; or

                  (ii) (x) sold pursuant to an effective registration statement,
         pursuant to the Registration Rights Agreement or otherwise or (y) which
         is validly tendered for exchange into an Exchange Security pursuant to
         an Exchange Offer.

         Any Certificated Security delivered in reliance upon this paragraph
will not bear the Restricted Legend.

                SECTION 2.11. Temporary Offshore Global Securities. (a) Each
Security originally sold by the Initial Purchasers in reliance upon Regulation S
will be evidenced by one or more Offshore Global Securities that bear the
Temporary Offshore Global Security Legend.

          (b) An owner of a beneficial interest in a Temporary Offshore Global
Security (or a Person acting on behalf of such an owner) may provide to the
Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial
Ownership at any time after the Restricted Period (it being understood that the
Trustee will not accept any such certificate during the Restricted Period).
Promptly after acceptance of a Certificate of Beneficial Ownership with respect
to such a beneficial interest, the Trustee will cause such beneficial interest
to be exchanged for an equivalent beneficial interest in a Permanent Offshore
Global Security, and will (x) permanently reduce the principal amount of such
Temporary Offshore Global Security by the amount of such beneficial interest and
(y) increase the principal amount of such Permanent Offshore Global Security by
the amount of such beneficial interest.

          (c) Notwithstanding anything to the contrary contained herein,
beneficial interests in a Temporary Offshore Global Security may be held through


                                       24
<PAGE>   30
the Depositary only through Euroclear and Clearstream and their respective
direct and indirect participants.

          (d) Notwithstanding paragraph (b), if after the Restricted Period any
Initial Purchaser owns a beneficial interest in a Temporary Offshore Global
Security, such Initial Purchaser may, upon written request to the Trustee
accompanied by a certification as to its status as an Initial Purchaser,
exchange such beneficial interest for an equivalent beneficial interest in a
Permanent Offshore Global Security, and the Trustee will comply with such
request and will (x) permanently reduce the principal amount of such Temporary
Offshore Global Security by the amount of such beneficial interest and (y)
increase the principal amount of such Permanent Offshore Global Security by the
amount of such beneficial interest.


                                    ARTICLE 3
                                   REDEMPTION

         SECTION 3.01. Optional Redemption. (a) The Securities will be
redeemable, as a whole or in part, at the Company's option, at any time or from
time to time. The redemption price shall be equal to the greater of (1) 100% of
the principal amount of the Securities to be redeemed or (2) the sum of the
present values of the Remaining Scheduled Payments discounted, on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate and 30 basis points for the 2006 Notes, 40
basis points for the 2011 Notes and 50 basis points for the 2031 Notes. In the
case of each of clause (1) and (2), accrued interest will be payable to the
redemption date.

          (b) On and after the redemption date, interest will cease to accrue on
the Securities or any portion of the Securities called for redemption (unless
the Company defaults in the payment of the redemption price and accrued
interest). On or before 11:00 a.m., New York City time, on the redemption date,
the Company will deposit with a Paying Agent (or the Trustee) money sufficient
to pay the redemption price of an accrued interest on the Securities to be
redeemed on such date.

         SECTION 3.02. Redemption upon a Tax Event. If (i) the Company becomes
or will become obligated to pay any Additional Amounts pursuant Section 4.06(a)
as a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in, or
amendments to, any official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or


                                       25
<PAGE>   31
becomes effective on or after the date hereof, or (ii) a taxing authority of the
United States takes an action on or after the date hereof, whether or not with
respect to the Company or any Affiliate, that results in a substantial
probability that the Company will or may be required to pay any such Additional
Amounts, then the Company may, at its option, redeem, as a whole, but not in
part, the Securities on any interest payment date at a redemption price equal to
100% of their principal amount, together with interest accrued thereon to the
date fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to the Company, not including
substitution of the obligor under the Securities. No redemption pursuant to
clause (ii) above may be made unless the Company shall have received an opinion
of independent counsel to the effect that an act taken by a taxing authority of
the United States results in a substantial probability that the Company will or
may be required to pay the Additional Amounts under Section 4.06(a) and the
Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer stating, that based on such opinion the Company is entitled
to redeem the Securities pursuant to their terms.

         SECTION 3.03. Notice to Trustee. In respect of any redemption pursuant
to Sections 3.01 or 3.02, the Company shall notify the Trustee of the redemption
date and the principal amount of the Securities to be redeemed. The Company
shall give not less than 45 days advance notice to the Trustee before the
redemption date or such lesser notice as shall be satisfactory to the Trustee.

         SECTION 3.04. Selection of Securities to be Redeemed. Upon notice that
less than all the Securities are to be redeemed, the Trustee shall thereupon
select the Securities to be redeemed in such manner as the Trustee shall deem
fair and appropriate, such selection to be made from Securities that are
outstanding and that have not previously been called for redemption. Securities
and portions of them selected by the Trustee shall be in amounts of $1,000 or
integral multiples of $1,000. Provisions of the Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         SECTION 3.05. Notice of Redemption. (a) Not less than 30 days nor more
than 90 days in the case of Section 3.01, and not less than 30 days nor more
than 60 days in the case of Section 3.02, the Company shall mail a notice of
redemption by first-class mail to each Holder of Securities that are to be
redeemed.


                                       26
<PAGE>   32
          (b) Notice of redemption shall be published in an Authorized Newspaper
in New York City, and if the Securities to be redeemed are listed on the
Luxembourg Stock Exchange, Luxembourg, once in each of four successive calendar
weeks, the first publication to be not less than 30 nor more than 90 days before
the redemption date.

          (c) All notices shall identify the Securities (including CUSIP or CINS
numbers) to be redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) if less than all the outstanding Securities are to be
         redeemed, the identification (and, in the case of partial redemption,
         the principal amounts) of the particular Securities to be redeemed;

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

                  (5) the Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price; and

                  (6) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date.

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

         SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption
is mailed or published, Securities called for redemption become due and payable
on the redemption date. Upon surrender to the Paying Agent of such Securities,
such Securities shall be paid at the redemption price plus accrued interest to
the redemption date, but regular installments of interest due on or prior to the
redemption date will be payable to the Holders of such Securities of record at
the close of business on the relevant record dates.

         SECTION 3.07. Deposit of Redemption Price. On or before 11:00 a.m., New
York City time, on the redemption date, the Company shall deposit with the
Trustee money sufficient to pay the redemption price of and (unless the
redemption date shall be an interest payment date) interest accrued to the
redemption date on all Securities to be redeemed on that date. Upon surrender of
a Security that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder of that Security a new Security or Securities
of the same form and the same date of maturity, interest rate, and original
issue date in


                                       27
<PAGE>   33
authorized denominations equal in aggregate principal amount to the unredeemed
portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

         SECTION 4.01. Payment of Securities. (a) The Company agrees to pay the
principal of and interest on the Securities on the dates and in the manner
provided herein and in the Securities. Interest shall be paid on each interest
payment date at the close of business on the relevant record date specified in
the Securities.

          (b) An installment of principal or interest shall be considered paid
on the date due if the Trustee or Paying Agent (other than the Company or a
Subsidiary) holds on that date money designated for and sufficient to pay the
installment. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate the money held by it for the payment of principal or interest on the
Securities and hold such money as a separate trust fund until paid to the
Holders or otherwise disposed of as provided in this Indenture and an
installment of principal or interest will be considered paid on the due date
only if paid to the Holders.

          (c) Payments in respect of the Securities represented by the Global
Securities are to be made by wire transfer of immediately available funds to the
accounts specified by the Holders of the Global Securities. With respect to
Certificated Securities (in the event Securities are issued in such form
pursuant to Section 2.09(b)(4)), the Company will make all payments by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof or, if no such account is specified, by mailing a check to each Holder's
registered address.

          (d) At least 10 days prior to the first interest payment date with
respect to the Securities, and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal and interest on
the Securities shall be made to Holders who are not U.S. persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders and the Company will
pay to the Trustee or such Paying Agent such additional amounts as may be
required pursuant to Section


                                       28
<PAGE>   34
4.06. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.


         SECTION 4.02.  Reports by the Company.  The Company covenants:

                  (a) to file with the Trustee, within 15 days after the Company
         is required to file the same with the SEC, copies of the annual reports
         (or copies of such portions of any of the foregoing as the SEC may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the SEC pursuant to Section 13 or Section
         15(d) of the Exchange Act; or if the Company is not required to file
         information, documents or reports pursuant to either of such sections,
         then to file with the Trustee and the SEC, in accordance with rules and
         regulations prescribed from time to time by the SEC, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Exchange Act, in respect of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

                  (b) to file with the Trustee and the SEC, in accordance with
         the rules and regulations prescribed from time to time by the SEC, such
         additional information, documents, and reports with respect to
         compliance by the Company with the conditions and covenants provided
         for in this Indenture as may be required from time to time by such
         rules and regulations; and

                  (c) to transmit by mail to all Holders, as the names and
         addresses of such Holders appear on the Register, within 30 days after
         the filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (a) and (b) of this Section 4.02 as may be required by rules
         and regulations prescribed from time to time by the SEC.

         SECTION 4.03. Limitations on Liens. The Company will not create,
assume, incur or guarantee, and will not permit any Restricted Subsidiary to
create, assume, incur or guarantee, any Secured Indebtedness without making
provision whereby all the Securities shall be secured equally and ratably with
(or prior to) such Secured Indebtedness (together with, if the Company shall so
determine, any other Indebtedness of the Company or such Restricted Subsidiary
then existing or thereafter created which is not subordinate to the Securities)
so long as such Secured Indebtedness shall be outstanding unless such Secured


                                       29
<PAGE>   35
Indebtedness, when added to (a) the aggregate amount of all Secured Indebtedness
then outstanding (not including in this computation Secured Indebtedness if the
Securities are secured equally and ratably with (or prior to) such Secured
Indebtedness and further not including in this computation any Secured
Indebtedness which is concurrently being retired) and (b) the aggregate amount
all Attributable Debt then outstanding pursuant to Sale and Leaseback
Transactions entered into by the Company after April 26, 2000, or entered into
by a Restricted Subsidiary after April 26, 2000, or, if later, the date on which
it became a Restricted Subsidiary (not including in this computation any
Attributable Debt which is concurrently being retired), would not exceed 15% of
Consolidated Net Tangible Assets.

         SECTION 4.04. Limitations on Sales and Leasebacks. The Company will
not, and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction unless (a) the sum of (i) the Attributable Debt to be
outstanding pursuant to such Sale and Leaseback Transaction, (ii) all
Attributable Debt then outstanding pursuant to all other Sale and Leaseback
Transactions entered into by the Company after April 26, 2000, or, or entered
into by a Restricted Subsidiary after April 26, 2000, or, if later, the date on
which it became a Restricted Subsidiary and (iii) the aggregate of all Secured
Indebtedness then outstanding (not including in this computation Secured
Indebtedness if the Securities are secured equally and ratably with (or prior
to) such Secured Indebtedness) would not exceed 15% of Consolidated Net Tangible
Assets, or (b) an amount equal to the greater of (i) the net proceeds to the
Company or the Restricted Subsidiary of the sale of the Principal Property sold
and leased back pursuant to such Sale and Leaseback Transaction and (ii) the
amount of Attributable Debt to be outstanding pursuant to such Sale and
Leaseback Transaction is applied to the retirement of Funded Debt of the Company
or any Restricted Subsidiaries (other than Funded Debt which is subordinate to
the Securities or which is owing to the Company or any Restricted Subsidiaries)
within 180 days after the consummation of such Sale and Leaseback Transaction.

         SECTION 4.05. Waiver of Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 4.03, 4.04 and 4.06 hereof with respect to the Securities if before or
after the time for such compliance the holders of a majority in aggregate
principal amount of the Securities at the time outstanding shall, by action of
such Securityholders in accordance with this Indenture, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.


                                       30
<PAGE>   36
         SECTION 4.06. Additional Amounts. (a) The Company shall, subject to
Section 4.06(b), pay as additional interest on the Securities such additional
amounts (the "ADDITIONAL AMOUNTS") as are necessary so that the net payment by
the Company or a Paying Agent of the principal of and interest on the Securities
to a person that is not a U.S. Holder, after deduction for any present or future
tax, assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof of therein, imposed by withholding with
respect to the payment, will not be less than the amount that would have been
payable in respect of the Securities had no such withholding or deduction been
required.

         (b) The obligation of the Company to pay any Additional Amount under
Section 4.06(a) shall not apply:

                  (i) to a tax, assessment or governmental charge that is
         imposed or withheld solely because the Holder, or a fiduciary, settlor,
         beneficiary, member or shareholder of the Holder if the Holder is an
         estate, trust, partnership or corporation, or a person holding a power
         over an estate or trust administered by a fiduciary holder:

                                    (1) is or was present or engaged in trade or
                           business in the United States or has or had a
                           permanent establishment in the United States;

                                    (2) has a current or former relationship
                           with the United States, including a relationship as a
                           citizen or resident thereof;

                                    (3) is or has been a foreign or domestic
                           personal holding company, a passive foreign
                           investment company or a controlled foreign
                           corporation with respect to the United States or a
                           corporation that has accumulated earnings to avoid
                           United States federal income tax; or

                                    (4) is or was a "10-percent shareholder" of
                           the Company as defined in section 871(h)(3) of the
                           United States Internal Revenue Code or any successor
                           provision;

                  (ii) to any Holder that is not the sole beneficial owner of
         the Securities, or a portion thereof, or that is a fiduciary or
         partnership, but only to the extent that the beneficial owner, a
         beneficiary or settlor with respect to the fiduciary, or a member of
         the partnership would not have been entitled to the payment of an
         Additional Amount had such beneficial owner, beneficiary, settlor or
         member received directly its beneficial or distributive share of the
         payment;


                                       31
<PAGE>   37
                  (iii) to a tax, assessment or governmental charge that is
         imposed or withheld solely because the Holder or any other person
         failed to comply with certification, identification or information
         reporting requirements concerning the nationality, residence, identity
         or connection with the United States of the Holder or beneficial owner
         of the Securities, if compliance is required by statute, by regulation
         of the United States Treasury Department or by an applicable income tax
         treaty to which the United States is a party as a precondition to
         exemption from such tax, assessment or other governmental charge;

                  (iv) to a tax, assessment or governmental charge that is
         imposed other than by withholding by the Company or a Paying Agent from
         the payment;

                  (v) to a tax, assessment or governmental charge that is
         imposed or withheld solely because of a change in law, regulation, or
         administrative or judicial interpretation that becomes effective more
         than 15 days after the payment becomes due or is duly provided for,
         whichever occurs later;

                  (vi) to an estate, inheritance, gift, sales, excise, transfer,
         wealth or personal property tax or a similar tax, assessment or
         governmental charge;

                  (vii) to any tax, assessment or other governmental charge any
         Paying Agent must withhold from any payment of principal or of interest
         on any Security, if such payment can be made without such withholding
         by any other Paying Agent; or

                  (viii) in the case of any combination of the above items.

         (c) The Securities are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable.
Except as specifically provided under Section 4.06(a), there is no obligation of
the Company to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority with respect or in connection with the Securities.


                                       32
<PAGE>   38
                                    ARTICLE 5
                              SUCCESSOR CORPORATION

         SECTION 5.01. Consolidation, Merger, Sale or Conveyance. Nothing
contained in this Indenture or in the Securities shall prevent any consolidation
of the Company with, or merger of the Company into, any other corporation or
corporations (whether or not affiliated with the Company), or successive
consolidations or mergers to which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale or conveyance of the
property of the Company (including stock of subsidiaries) as an entirety or
substantially as an entirety to any other corporation (whether or not affiliated
with the Company) authorized to acquire and own or operate the same; provided,
however, and the Company hereby covenants and agrees, that upon any such
consolidation, merger, sale or conveyance, the due and punctual payment of the
principal of and interest on all of the Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, shall
be expressly assumed, by supplemental indenture, satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation formed by such
consolidation, or into which the Company shall have been merged, or which shall
have acquired such property.

         SECTION 5.02. Assumption and Substitution. (a) In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein.

         (b) Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable pursuant to the provisions of Article 2 which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation instead of the Company and subject
to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously
shall have been signed and delivered by the officers of the Company to the
Trustee for authentication pursuant to such provisions and any Securities which
such successor corporation thereafter shall cause to be signed and delivered to
the Trustee on its behalf for that purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.


                                       33
<PAGE>   39
            In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

         (c) Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from merging into itself any other corporation or
entity (whether or not affiliated with the Company) or acquiring by purchase or
otherwise all or any part of the property of any other corporation or entity
(whether or not affiliated with the Company).

         SECTION 5.03. Opinion of Counsel. The Trustee, subject to the
provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as
conclusive evidence that any consolidation, merger, sale or conveyance and any
such assumption complies with the provisions of this Article 5.



                                    ARTICLE 6
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 6.01. Events of Default; Acceleration of Maturity; Waiver of
Default. In case one or more of the following Events of Default shall have
occurred and be continuing with respect to the Securities ("EVENTS OF DEFAULT"),
that is to say:

                  (a) default in the payment of any installment of interest
         (including any Additional Interest and Additional Amounts) upon any of
         the Securities as and when the same shall become due and payable, and
         continuance of such default for a period of 90 days; or

                  (b) default in payment of the principal of any of the
         Securities as and when the same shall become due and payable either at
         maturity, upon redemption, by declaration or otherwise; or

                  (c) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Securities, in this Indenture or in any supplemental
         indenture, for a period of 90 days after the date on which written
         notice of such failure (specified as a "Notice of Default"), requiring
         the Company to remedy the same, shall have been given to the Company by
         the Trustee or to the Company and the Trustee by Holders of at least
         twenty-five percent in aggregate principal amount of the Securities at
         the time outstanding; or


                                       34
<PAGE>   40
                  (d) a court or governmental agency having jurisdiction in the
         premises shall enter a decree or order for relief in respect of the
         Company in an involuntary case under any applicable federal or state
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of the Company or for any
         substantial part of its property or ordering the winding up or
         liquidation of its affairs, and such decree or order shall remain
         unstayed and in effect for a period of 60 consecutive days; or

                  (e) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of the Company or for any
         substantial part of its property or make any general assignment for the
         benefit of creditors; or the Company shall admit in writing its
         inability to pay its debts generally as they become due, or corporate
         action shall be taken by the Company in furtherance of any of the
         aforesaid purposes;

         then and in each and every such case, unless the principal of all
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than twenty-five percent in aggregate principal amount of
the Securities then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the principal of
all the Securities to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in any supplemental indenture to the contrary
notwithstanding. This provision, however, is subject to the condition that 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 moneys
due shall have been obtained or entered as hereinafter provided, the Company
shall pay, or shall deposit with the Trustee a sum sufficient to pay, all
matured installments of interest upon all the Securities and the principal of
any and all Securities which shall have become due otherwise than by
declaration, with interest upon such principal and (to the extent that payment
of such interest is enforceable under applicable law) upon any overdue
installments of interest at the same rate of interest specified in the
Securities, to the date of such payment or deposit, and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith, and if any and
all defaults under this Indenture with respect to the Securities, other than the
nonpayment of the principal of the Securities which shall have become due by
declaration, shall have


                                       35
<PAGE>   41
been remedied -- then and in every such case the Holders of a majority in
aggregate principal amount of the Securities then outstanding by written by
notice to the Company and to the Trustee may waive all defaults and rescind and
annul such declaration and its consequences; but no such waiver or rescission or
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Trustee and the Holders shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceedings had been taken.

         SECTION 6.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. (a) The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any of the Securities, as and when the
same shall become due and payable, and such default shall have continued for a
period of 90 days, or (2) in case default shall be made in the payment of the
principal of any of the Securities when the same shall have become due and
payable, whether upon maturity or upon redemption or upon declaration or
otherwise - then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders, the whole amount that then shall have
become due and payable on all Securities for principal and interest, with
interest upon any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) upon any overdue installments of
interest at the same rate as the rate of interest specified in the Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

         (b) In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree and may enforce any
such judgment or final decree against the Company or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.


                                       36
<PAGE>   42
         (c) In case there shall be pending proceedings relative to the Company
or any other obligor or any other obligor upon the Securities under Title 11 of
the United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Company or its property or
such other obligor, or in case of any other judicial proceedings relative to the
Company or other obligor upon the Securities, or to the creditors or property of
the Company or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section 6.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, (i) to
file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee, its
agents and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Company or other obligor upon the Securities, or to
the creditors or property of the Company or such other obligor, (ii) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and (iii) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims of
the Securityholders and of the Trustee on their behalf and any receiver,
assignee, liquidator, custodian, trustee or other similar official is hereby
authorized by each of the Securityholders to make payments to the Trustee and,
in the event that the Trustee shall consent to the making of payments directly
to the Securityholders, to pay the Trustee such amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
except as a result of its negligence or bad faith.

         (d) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
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 except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.


                                       37
<PAGE>   43
         (e) All rights of action and to assert claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities in respect of which such action was taken.

         (f) In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which Trustee
shall be a party) the Trustee shall be held to represent all the Holders of the
Securities in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

         (g) In the case of a default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture, or in aid of the exercise
of any power granted in this Indenture, or otherwise, and the Trustee may
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         SECTION 6.03. Application of Proceeds. Any moneys collected by the
Trustee pursuant to Section 6.02 in respect of any Securities shall be applied
in the order following, at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which moneys have been
collected and making a notation thereon the payment if only partially paid, and
upon surrender thereof if fully paid:

                                    First: To the payment of costs and expenses
                           of collection, reasonable compensation to the
                           Trustee, its agents and counsel, and all other
                           expenses and liabilities incurred, and all advances
                           made, by the Trustee except as a result of its
                           negligence or bad faith;

                                    Second: In case the principal of the
                           Securities in respect of which moneys have been
                           collected shall not have become due, to the payment
                           of interest on the Securities in default, in the
                           order of the maturity of the installments of such
                           interest, with interest (to the extent that such
                           interest has been collected by the Trustee) upon the
                           overdue installments of interest, at the same rate as
                           the rate of interest specified in the Securities,
                           such payments to be made ratably to the persons
                           entitled thereto;


                                       38
<PAGE>   44
                                    Third: In case the principal of the
                           Securities in respect of which moneys have been
                           collected shall have become due by declaration or
                           otherwise, to the payment of the whole amount then
                           owing and unpaid upon all of the Securities for
                           principal and interest, with interest on the overdue
                           principal, and (to the extent that such interest has
                           been collected by the Trustee) upon overdue
                           installments of interest, at the same rate as the
                           rate of interest specified in the Securities, and in
                           case such moneys shall be insufficient to pay in full
                           the whole amount so due and unpaid upon the
                           Securities, then to the payment of such principal and
                           interest without preference or priority of principal
                           over interest, or of interest over principal, or of
                           any installment of interest over any other
                           installment of interest, or of any Securities over
                           any other Securities, ratably to the aggregate of
                           such principal and interest; and

                                    Fourth: To the Company.

         SECTION 6.04. Limitation on Suits by Securityholders. (a) No Holder of
any Securities shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a receiver, trustee, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default and unless also
the holders of not less than twenty-five percent in aggregate principal amount
of the Securities then outstanding shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such action
or proceedings and no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 6.06; it being understood and
intended and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee that no one or more
holders of Securities shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities. For the protection and
enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.


                                       39
<PAGE>   45
         (b) Notwithstanding any other provision in this Indenture or any
provision of any Security, the right of any Holder to receive payment of the
principal and interest on such Security, or any redemption date or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

         SECTION 6.05. Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. All powers and remedies given by this Article 6 to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Securityholders, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of the Securities in exercising any right or
power accruing upon any default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver or any such
default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article 6 or by law to the Trustee or
to the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

         SECTION 6.06. Control by Securityholders; Waiver of Defaults. The
holders of a majority in aggregate principal amount of the Securities at the
time outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Securities by
this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 7.01) the Trustee shall have the
right to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of the Holders not
joining in the giving of said direction, it being understood that (subject to
Section 7.01) the Trustee shall have no duty to ascertain whether or not such
actions or forbearance are unduly prejudicial to such holders. Nothing in this
Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders. Prior to the declaration of the
maturity of the Securities as provided in Section 6.01, the Holders of a
majority in aggregate principal amount of the Securities at the time outstanding
may on behalf of the


                                       40
<PAGE>   46
holders of all the Securities waive any past default hereunder with respect to
such Securities and its consequences, except a default in the payment of the
principal of or interest on any of the Securities. In the case of any such
waiver, the Company, the Trustee and the holders of the Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

         SECTION 6.07. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security, by
such Holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, 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 Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having the due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.07 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than ten percent in principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security.



                                    ARTICLE 7
                                     TRUSTEE

         SECTION 7.01. Duties of Trustee.

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

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

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

                  (2) 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


                                       41
<PAGE>   47
         the opinions expressed therein, upon certificates or opinions furnished
         to the Trustee and conforming to the requirements of this Indenture;
         but in the case of any such certificates or opinions which by any
         provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture.

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

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts.

                  (3) 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 6.06.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree 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. Except as otherwise provided in
Section 7.01:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties:


                                       42
<PAGE>   48
         (b) any request, direction, order, demand, notice or other
communication of the Company mentioned herein shall be sufficiently evidenced by
Company Order and any resolution of the Board of Directors may be sufficiently
evidenced to the Trustee by a copy thereof certified by a Secretary or an
Assistant Secretary of the Company;

         (c) the Trustee may consult with counsel and 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 accordance with
such Opinion of Counsel;

         (d) 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 reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby; and

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

         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 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 for
moneys paid over to the Company pursuant to the Indenture, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

         SECTION 7.05. Notice of Default. If a Default occurs and is continuing
with respect to the Securities and if it is known to the Trustee, the Trustee
shall mail to each Holder entitled to receive reports pursuant to Section
4.02(c) (and shall cause to be published at least once in an Authorized
Newspaper in The City of New York, and if such Securities are listed on the
Luxembourg Stock Exchange, Luxembourg) notice of the Default within 90 days
after it occurs. Except in the case of a Default in payment of the principal of
or interest on the Securities, the Trustee may withhold the notice if and so
long as its Board of Directors, the executive Committee, or a Trust Committee of
directors or


                                       43
<PAGE>   49
Responsible Officers in good faith determines that withholding such notice is in
the interests of Securityholders.

         SECTION 7.06. Reports by Trustee to Holders.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each
Securityholder entitled to receive reports pursuant to Section 4.02(c) a brief
report dated as of such date that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b), if applicable.

         (b) At the time that it mails such a report to Securityholders, the
Trustee shall file a copy of that report with the SEC and with each stock
exchange on which the Securities are listed. The Company shall provide written
notice to the Trustee when the Securities are listed on any stock exchange and
of any delisting thereof.

         SECTION 7.07. Compensation and Indemnity.

         (a) The Company shall pay to the Trustee from time to time such
compensation for its services as is agreed upon in writing between the Company
and the Trustee. 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 out-of-pocket expenses incurred by it in
connection with the performance of its duties under this Indenture. Such
expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel.

         (b) The Company shall indemnify the Trustee against any loss or
liability incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. 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.

         (c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

         (d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities.


                                       44
<PAGE>   50
         (e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(d) or (e) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any federal bankruptcy, insolvency or related law.

         (f) The provisions of this Section 7.07 shall survive the termination
of this Indenture.

         SECTION 7.08. Replacement of Trustee.

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

         (b) The Trustee may resign with respect to the Securities by so
notifying the Company. The Holders of a majority in principal amount of the
Securities may remove the Trustee with respect to the Securities by so notifying
the Trustee and the Company in writing and may appoint a successor Trustee for
the Securities with the Company's consent. The Company may remove the Trustee
with respect to Securities if:

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

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or public officer takes charge of the Trustee
         or its property or;

                  (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities, the Company
shall promptly appoint a successor Trustee for the Securities.

         (d) If a successor Trustee with respect to the Securities does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount
of the Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (e) If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor Trustee.


                                       45
<PAGE>   51
         (f) 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 for the Securities shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the retiring Trustee with respect to all Securities for which the
successor Trustee is to be acting as Trustee under this Indenture. The retiring
Trustee shall promptly transfer all property held by it as Trustee with respect
to the Securities to the successor Trustee subject to the lien provided for in
Section 7.07. The Company shall give notice of each appointment of a successor
Trustee for the Securities by publishing notice of such event once in an
Authorized Newspaper in The City of New York, and if Securities are listed on
the Luxembourg Stock Exchange, Luxembourg, and by mailing written notice of such
event by first-class mail to the Holders entitled to receive reports pursuant to
Section 4.02(c).

         (g) All provisions of this Section 7.08 except subparagraphs (b)(1) and
(e) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (f) shall apply also to any Paying Agent located outside the U.S.
and its possessions.

         (h) In case of the appointment hereunder of a successor Trustee with
respect to the Securities, the Company, the retiring Trustee and such successor
Trustee shall execute and deliver a supplemental indenture wherein such
successor Trustee shall accept such appointment and which shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities.

         SECTION 7.09. Successor Trustee, Agents by Merger, etc. If the Trustee
or any Agent consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business assets to, another
corporation, the successor corporation, without any further act, shall be the
successor Trustee or Agent, as the case may be.

         SECTION 7.10. Eligibility; Disqualification. This Indenture shall
always have a trustee with respect to each Series of Securities who satisfies
the requirement of TIA Section 310(a)(1). The Trustee shall always have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition.

         The Trustee is subject to TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9), except that
there shall be excluded from the operation of TIA Section 310(b)(1) all
indentures of the Company now or hereafter existing which may be excluded under
the proviso of TIA Section 310(b)(1). Trusteeship under two or more indentures
will be deemed a conflict


                                       46
<PAGE>   52
unless the exceptions provided in TIA Section 310(b) for trusteeships under two
or more indentures apply.

         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.

                                    ARTICLE 8
         SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED
                                     MONIES

         SECTION 8.01. Satisfaction and Discharge of Indenture. If at any time
(a) the Company shall have delivered to the Trustee cancelled or for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced as provided in Section 2.04), or (b) in the case of any Securities
where the exact amount (including currency of payment) of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (ii) below, (i) all the Securities not theretofore
delivered to the Trustee cancelled or for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (ii) the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in cash sufficient to pay at maturity or upon redemption all such
Securities not theretofore delivered to the Trustee cancelled or for
cancellation, including principal and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, but excluding,
however, the amount of any moneys for the payment of principal of or interest on
the Securities (1) theretofore deposited with the Trustee and repaid by the
Trustee to the Company in accordance with the provisions of Section 8.05, or (2)
paid to any State or to the District of Columbia pursuant to its unclaimed
property or similar laws, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect with respect to the Securities
(except as to the provisions applicable to transfers and exchanges of Securities
and the obligations of the Company to the Trustee under Section 7.07 which shall
survive) and the Trustee on demand of and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the Securities. The Company agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.


                                       47
<PAGE>   53
         SECTION 8.02. Defeasance upon Deposit of Moneys or U.S. Government
Obligations. In the case of any Securities the exact amount (including the
currency of payment) of principal of and interest due on which can be determined
at the time of making the deposit referred to in clause (1) below at the
Company's option, either (a) the Company shall be deemed to have been Discharged
(as defined below) from its obligations with respect to the Securities on the
91st day after the applicable conditions set forth below have been satisfied or
(b) the Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 4.03, 4.04, 4.06 and 5.01 with
respect to the Securities at any time after the applicable conditions set forth
below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders (i) money in an amount, or (ii) U.S. Government Obligations
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment, money in an amount, or (iii) a
         combination of (i) and (ii) sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay and
         discharge each installment of principal of, and interest on, the
         outstanding Securities on the dates such installments of interest or
         principal are due;

                  (2) if the Securities are then listed on the New York Stock
         Exchange, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Company's exercise of its option under
         this paragraph would not cause such Securities to be delisted;

                  (3) no Event of Default or event (including such deposit)
         which with notice or lapse of time would become an Event of Default
         with respect to the Securities shall have occurred and be continuing as
         the date of such deposit;

                  (4) the Company shall have delivered to the Trustee an opinion
         of independent counsel satisfactory to the Trustee to the effect that
         Holders 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 8.02 and will be subject to federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised, which opinion may, but
         is not required to, include or be based upon a ruling to that effect
         received from or published by the Internal Revenue Service.


                                       48
<PAGE>   54
         "DISCHARGED" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the rights
of holders of the Securities to receive, from the trust fund described in clause
(1) above, payment of the principal of and the interest on such Securities when
such payments are due; (B) the Company's obligations with respect to such
Securities under Sections 2.03, 2.04, 2.06, 2.09, 2.10, and 8.03 and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder.

         SECTION 8.03. Application of Moneys Deposited. All moneys deposited
with the Trustee pursuant to Section 8.01 or 8.02 shall be held in trust and
applied by it to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders for the
payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due, and to become due thereon for principal and interest.

         SECTION 8.04. Repayment of Moneys Held. In connection with the
satisfaction and discharge of this Indenture with respect to the Securities, all
moneys then held by any Paying Agent under the provisions of this Indenture with
respect to such Securities shall, upon demand of the Company, be repaid to it or
paid to the Trustee and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

         SECTION 8.05. Return of Moneys Unclaimed for Two Years. Any moneys
deposited with or paid to the Trustee or any Paying Agent pursuant to any
provision of this Indenture for payment of the principal of or interest on the
Securities and not applied but remaining unclaimed for two years after the date
upon which the principal of or interest on such Securities shall have become due
and payable, shall be repaid to the Company by the Trustee or the Paying Agent
on written demand; and the Holder of any of the Securities shall thereafter look
only to the Company for any payment which such Holder may be entitled to collect
and all liability of the Trustee or any Paying Agent with respect to such moneys
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment shall at the expense of the Company, mail by
first-class mail to holders of such Securities at their addresses as they shall
appear on the Register, and shall at the expense of the Company cause to be
published once, in an Authorized Newspaper in the Borough of Manhattan, The City
of New York, and if the Securities are listed on the Luxembourg Stock Exchange,
once in an Authorized Newspaper in Luxembourg, notice, that such moneys remain
and that, after a date specified therein, which shall not be less than thirty
days from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


                                       49
<PAGE>   55
         SECTION 8.06. Indemnity for Government Obligations. The Company shall
pay and shall indemnify the Trustee and each Securityholder in respect of which
the deposit shall have been made against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Obligations or the principal and
interest received on such obligations.



                                    ARTICLE 9
                             AMENDMENTS AND WAIVERS

         SECTION 9.01. Without Consent of Holders. The Company and the Trustee
may enter into one or more supplemental indentures without consent of any
Securityholder for any of the following purposes:

                  (1) to cure any ambiguity, defect or inconsistency herein or
         in the Securities or to make any other change, provided no such action
         shall adversely affect the rights of any Securityholder; or

                  (2) to comply with Article 5; or

                  (3) to secure the Securities pursuant to Section 4.03; or

                  (4) to add to the rights of the Holders, or to surrender any
         right or power conferred on the Company; or

                  (5) to provide for or confirm the issuance of Additional
         Securities.

         SECTION 9.02. With Consent of Holders.

         (a) With the written consent of the Holders of a majority in principal
amount of the outstanding Securities affected by such supplemental indenture,
the Company and the Trustee may enter into a supplemental indenture to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any supplemental indenture or to modify, in each case in any manner not covered
by Section 9.01, the rights of the Securityholders. The Holders of a majority in
principal amount of the outstanding Securities affected by such waiver, by
notice to the Trustee, may waive compliance by the Company with any provision of
this Indenture, any supplemental indenture or the Securities, provided, however,
without the consent of each Securityholder affected, an amendment or waiver may
not:

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


                                       50
<PAGE>   56
                  (2) change the rate of or change the time for payment of
         interest on any Security;

                  (3) change the principal of or change the fixed maturity of
         any Security:

                  (4) waive a Default in the payment of the principal of or
         interest on any Security;

                  (5) make any Security payable in money other than that stated
         in the Security; or

                  (6) make any change in Sections 6.06 (third sentence), 6.04
         (last paragraph), or the proviso in the last sentence of Section
         9.02(a).

         (b) It is not necessary under this Section 9.02 for the Securityholders
to consent to the particular form of any proposed supplemental indenture, but it
is sufficient if they consent to the substance thereof.

         (c) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders, as the names and
addresses of such Holders appear on the Register. 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.

         SECTION 9.03. Compliance with Trust Indenture Act. 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,
direction or waiver becomes effective, a consent to it by a Holder 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 its Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment, direction or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder.

         SECTION 9.05. Notation on or Exchange of Securities. The Trustee may,
at the direction of the Company, place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company in


                                       51
<PAGE>   57
exchange for Securities may issue and the Trustee shall authenticate new
Securities that reflect the amendment or waiver.

         SECTION 9.06. Trustee Protected. The Trustee may require an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
supplemental indenture complies with the applicable provisions of this
Indenture. The Trustee need not sign any supplemental indenture that adversely
affects its rights, duties, obligations and standard of care hereunder.



                                   ARTICLE 10
                                  MISCELLANEOUS

         SECTION 10.01. Trust Indenture Act. (a) This Indenture shall
incorporate and be governed by the provisions of the TIA that are required to be
part of and to govern indentures qualified under the TIA.

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

         SECTION 10.02. Notices. (a) Unless otherwise herein provided, any
notice or communication by the Company or the Trustee to the other is duly given
if in writing and delivered in person, mailed by first-class mail, or sent by
facsimile transmission (confirmed by hard copy):

            if to the Company to:

                        AT&T Wireless Services, Inc.
                        7277 164th Avenue NE, Building 1
                        Redmond, Washington 98052
                        Attention: Chief Financial Officer
                        Facsimile: (425) [                  ]

            if to the Trustee to:

                        The Bank of New York
                        101 Barclay Street, 21W
                        New York, NY 10286
                        Attention: Corporate Trust
                                   Trustee Administration
                        Facsimile: (212) 815-5915


                                       52
<PAGE>   58
         (b) The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         (c) Any notice or communication to Holders entitled to receive reports
pursuant to Section 4.02(c) shall be mailed by first-class mail, postage
prepaid, to the addresses for Holders shown on the Register or, as to any Global
Security registered in the name of DTC or its nominee, as agreed by the Company,
the Trustee and DTC. Failure to so mail a notice or communication or any defect
in such notice or communication shall not affect its sufficiency with respect to
other Holders entitled to receive notice.

         (d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly given,
whether or not the addressee receives it.

         (e) If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and to each Agent at the same time.

         (f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

         (g) In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute sufficient mailing of such notice.

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

         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 to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


                                       53
<PAGE>   59
                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent 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:

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

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

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

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with; provided
         that an Opinion of Counsel may rely on an Officers' Certificate or
         certificates of public officials with respect to matters of fact.

         SECTION 10.06. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday, or a day on which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
such place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         SECTION 10.07. Governing Law. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance pith the laws of said State
without giving effect to the principles of conflict of laws thereof.

         SECTION 10.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or an Affiliate. No such indenture, loan or debt agreement may be
used to interpret this Indenture.


                                       54
<PAGE>   60
         SECTION 10.09. No Recourse Against Others. No director, officer,
employee or stockholder, as such, of the Company shall have any liability for
any obligations of the Company under the 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
issue of the Securities.

         SECTION 10.10. When Treasury Securities Disregarded. 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
or any Affiliate of the Company shall be disregarded, 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 Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith shall not be disregarded if the
pledges establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to the Securities and that the pledgee is not the Company or an
Affiliate of the Company.

         SECTION 10.11. Rules by Trustee, Paying Agent, Registrar. The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The
Paying Agent or Registrar may make reasonable rules for its functions.

         SECTION 10.12. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one instrument.

         SECTION 10.13. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert any sum
due in respect of the principal of or interest in the Securities (the "REQUIRED
CURRENCY") into a currency in which such judgment will be rendered (the
"JUDGMENT CURRENCY") the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final judgment is entered, unless such day is not a New York Banking Day then,
to the extent permitted by applicable law, the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgement
Currency on the New York Banking Day preceding the day on which final judgment
is entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee,


                                       55
<PAGE>   61
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due not previously
tendered or recovered under this Indenture. For purposes of the foregoing, "NEW
YORK BANKING DAY" means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of New
York are authorized by law or required by executive order to close.


                                       56
<PAGE>   62
                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be
duly executed as of the date first written above.



                                        AT&T WIRELESS SERVICES, INC.
                                        as Issuer



                                        By:

                                                Name:
                                                Title:


                                        THE BANK OF NEW YORK
                                        as Trustee



                                        By:

                                                Name:
                                                Title:
<PAGE>   63
                                                                       EXHIBIT A

                      Permanent Global Registered Security

                [INSERT RESTRICTED LEGEND, DTC LEGEND, TEMPORARY
                 OFFSHORE GLOBAL SECURITY LEGEND, AS APPLICABLE]

                          AT&T WIRELESS SERVICES, INC.

                        [$ 7.350% Senior Notes due 2006/
                         $ 7.875% Senior Notes due 2011/
                       $ 8.750% Senior Notes due 2031](1)

[                    ]                                         CUSIP NO. _______


         AT&T Wireless Services, Inc., a Delaware corporation (herein referred
to as the "COMPANY"), for value received, hereby promises to pay to CEDE & Co.,
or registered assigns the principal sum of [$       on March 1, 2006/$     on
March 1, 2011/$     on March 1, 2031 for the 2031 Notes] (2) and to pay interest
semiannually on March 1 and September 1, commencing September 1, 2001, on said
principal sum at the rate per annum specified in the title of these Notes (plus
any Additional Interest and Additional Amounts, as set forth in the Indenture
referred to herein), from September 1, 2001 until the principal thereof is paid
or made available for payment. Interest will accrue from March 1, 2001, and will
be computed on the basis of a 360-day year of twelve 30-day months.

         Reference is hereby made to further provisions of this global security
(the "GLOBAL SECURITY") set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth in this
place.

         This Global Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been executed
by the Trustee under the Indenture referred to herein.

__________________
(1)Insert as applicable.
(2)Insert as applicable.
<PAGE>   64
         IN WITNESS WHEREOF, AT&T Wireless Services, Inc. has caused this Global
Security to be duly executed manually or by facsimile by a duly authorized
officer.


                                             AT&T Wireless Services, Inc.


                                             By:__________________________

                                                Name:
                                                Title:






TRUSTEE'S CERTIFICATE
OF AUTHENTICATION




This is one of the Securities
described in the within-mentioned
Indenture.





Dated:

THE BANK OF NEW YORK,
  As Trustee





By:___________________________
       Authorized Signatory










<PAGE>   65
                                REVERSE OF NOTES


            Principal and Interest

            Payment of the principal of, premium, if any, and interest on, this
Global Security will be made in immediately available funds at the office or
agency of the Trustee maintained for that purpose in the Borough of Manhattan,
The City of New York, State of New York, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest on any Notes issued in definitive form other than interest
due at the Maturity Date shown above may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. Interest will be paid thereto persons in whose names the Notes are
registered at the close of business on the February 15 or August 15, as the case
may be, prior to any interest payment date. Except as otherwise set forth in the
Indenture, Notes in definitive form will not be issued.

            Additional Registration Rights Interest

            The Holder of this Global Security is entitled to the benefits of
the Registration Rights Agreement, dated March 1, 2001, between the Company and
the Initial Purchasers named therein (the "Registration Rights Agreement"). In
the event that (i) an Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) or a Shelf Registration Statement (as defined in
the Registration Rights Agreement) is not filed with the SEC on or prior to the
180th day following the Issue Date, (ii) an Exchange Offer Registration
Statement is not declared effective on or prior to the 240th day following the
Issue Date (unless a Shelf Registration Statement shall have been filed) or
(iii) the Exchange Offer is not consummated or a Shelf Registration Statement is
not declared effective on or prior to the 270th day following the Issue Date,
the interest rate on the Notes will be increased by 0.25% per annum from and
including the next day following the applicable period referred to in clauses
(i) through (iii); provided that the interest rate on the Notes pursuant to the
foregoing will in no event increase by more than 0.25% per annum in the
aggregate; and provided further that if the Exchange Offer Registration
Statement is not declared effective on or prior to the 240th day following the
Issue Date and the Company requests Holders of the Registrable Securities to
provide the information as described in Section 3 of the Registration Rights
Agreement, the Notes held by Holders who do not deliver such information to the
Company when so requested will not be entitled to any such increase in the
interest rate for any day after the 240th day following the Issue Date. Upon (A)
the filing of an Exchange Offer Registration Statement after the 180-day period
referred to in clause (i), (B) the effectiveness of an Exchange Offer
Registration Statement after the 240-day period referred to in clause (ii) or
<PAGE>   66
(C) the consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after the 270-day period referred to
in clause (iii), in each case the interest rate on the Notes from the day of
such filing, effectiveness or consummation, as the case may be, shall be reduced
to the original interest rate of the Notes as of March 1, 2001.(3)

            Additional Trigger Event Interest

            If the Triggering Event occurs, Additional Trigger Event Interest as
calculated below will be payable on the Notes.

            The "Triggering Event" will occur if:

            (1) NTT DoCoMo has notified AT&T Corp. ("AT&T") of its intention to
require AT&T to repurchase the securities sold to AT&T pursuant to the
investment agreement with AT&T and the Company dated December 20, 2000 (the
"DoCoMo Agreement") as a consequence of AT&T not completing the split-off of
the Company within the time periods set forth in the DoCoMo Agreement; and

            (2) As a consequence of (1), Moody's or Standard & Poor's has
reduced the credit rating of the Notes below Baa2 (in the case of Moody's) or
below BBB (in the case of Standard & Poor's);

            provided that such reduction must occur upon or within 60 days after
the occurrence of the date on which DoCoMo provides notice as described in (1);
provided further that such 60-day period shall be extended so long as the rating
of the Notes is under publicly announced consideration by either Moody's or
Standard & Poor's (A) where the rating of the Notes is under publicly announced
consideration for possible downgrading, or (B) where the rating of the Notes is
under publicly announced consideration, but where no direction of grading is
initially indicated by the rating agency, including classifications such as
"Credit Watch Developing" or such other similar classifications used by such
agencies.

            "Additional Trigger Event Interest" shall be calculated, from time
to time, as follows (it being understood that each adjustment is independent of
the others):

            (a) If the rating of the Notes from Moody's is decreased to Baa3,
the interest rate will increase by 0.25% in addition to the increases described
in (b) and (d), if applicable.

------------------
(3)Include only for Initial Security or Initial Additional Security.
<PAGE>   67
            (b) If the rating of the Notes from Standard & Poor's is decreased
to BBB-, the interest rate will increase by 0.25% in addition to the increases
described in (a) and (c), if applicable.

            (c) If the rating of the Notes from Moody's is decreased to below
Baa3, the interest rate will increase by 0.75% in addition to the increases
described in (a), (b) and (d), if applicable.

            (d) If the rating of the Notes from Standard & Poor's is decreased
to below BBB-, the interest rate will increase by 0.75% in addition to the
increases described in (a), (b) and (c), if applicable.

            In no event will the total increase in interest rates described in
(a) through (d) exceed 2.00% per annum.

            If after the Triggering Event has occurred, Moody's or Standard &
Poor's subsequently increase their ratings of the Notes to or above any of the
thresholds set forth above, the interest rate on the Notes will be readjusted
downwards by the amounts by which it was previously increased. In no event will
such adjustments cause the interest rate to be lower than the initial interest
rate. Additional Trigger Event Interest shall cease to be payable after the date
on which the credit rating of the Notes is increased to Baa2, in the case of
Moody's, and BBB, in the case of Standard & Poor's.

            The Notes will bear interest at their initial interest rate from
March 1, 2001 until the last interest payment date of the Notes occurring prior
to a downgrade requiring an adjustment. Beginning with the first day of the
first interest period for the Notes during which a rating change requires an
adjustment in the interest rate, the Notes will bear interest at the adjusted
rate. Subsequent interest rate adjustments will also become effective on the
first day of the interest period in which the rating change occurs requiring
such adjustment.

            Additional Tax Amounts

            The Company shall, subject to the following paragraph, pay as
additional interest on the Notes such additional amounts (the "Additional
Amounts") as are necessary so that the net payment by the Company or a Paying
Agent of the principal of and interest on the Notes to a person that is not a
U.S. Holder, after deduction for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof of therein, imposed by withholding with respect to the
payment, will not be less than the amount that would have been payable in
respect of the Notes had no such withholding or deduction been required.
<PAGE>   68
            The obligation of the Company to pay any Additional Amount under the
preceding paragraph shall not apply:

                  (i) to a tax, assessment or governmental charge that is
         imposed or withheld solely because the Holder, or a fiduciary, settlor,
         beneficiary, member or shareholder of the Holder if the Holder is an
         estate, trust, partnership or corporation, or a person holding a power
         over an estate or trust administered by a fiduciary holder:

                           (1) is or was present or engaged in trade or business
                  in the United States or has or had a permanent establishment
                  in the United States;

                           (2) has a current or former relationship with the
                  United States, including a relationship as a citizen or
                  resident thereof;

                           (3) is or has been a foreign or domestic personal
                  holding company, a passive foreign investment company or a
                  controlled foreign corporation with respect to the United
                  States or a corporation that has accumulated earnings to avoid
                  United States federal income tax; or

                           (4) is or was a "10-percent shareholder" of the
                  Company as defined in section 871(h)(3) of the United States
                  Internal Revenue Code or any successor provision;

                  (ii) to any Holder that is not the sole beneficial owner of
         the Notes, or a portion thereof, or that is a fiduciary or partnership,
         but only to the extent that the beneficial owner, a beneficiary or
         settlor with respect to the fiduciary, or a member of the partnership
         would not have been entitled to the payment of an Additional Amount had
         such beneficial owner, beneficiary, settlor or member received directly
         its beneficial or distributive share of the payment;

                  (iii) to a tax, assessment or governmental charge that is
         imposed or withheld solely because the Holder or any other person
         failed to comply with certification, identification or information
         reporting requirements concerning the nationality, residence, identity
         or connection with the United States of the Holder or beneficial owner
         of the Notes, if compliance is required by statute, by regulation of
         the United States Treasury Department or by an applicable income tax
         treaty to which the United States is a party as a precondition to
         exemption from such tax, assessment or other governmental charge;
<PAGE>   69
                  (iv) to a tax, assessment or governmental charge that is
         imposed other than by withholding by the Company or a Paying Agent from
         the payment;

                  (v) to a tax, assessment or governmental charge that is
         imposed or withheld solely because of a change in law, regulation, or
         administrative or judicial interpretation that becomes effective more
         than 15 days after the payment becomes due or is duly provided for,
         whichever occurs later;

                  (vi) to an estate, inheritance, gift, sales, excise, transfer,
         wealth or personal property tax or a similar tax, assessment or
         governmental charge;

                  (vii) to any tax, assessment or other governmental charge any
         Paying Agent must withhold from any payment of principal or of interest
         on any Note, if such payment can be made without such withholding by
         any other Paying Agent; or

                  (viii) in the case of any combination of the above items.

         The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided under the foregoing paragraphs, there is no obligation of
the Company to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority with respect or in connection with the Notes.

         "U.S. Holder" means a beneficial owner of a Note that is, for United
States federal income tax purposes, (a) a citizen or resident of the United
States, (b) a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision thereof,
(c) an estate or trust the income of which is subject to United States federal
income taxation regardless of its source or (d) any other Person whose income
from a Note is effectively connected with the conduct of a United States trade
or business.

         Indenture

         These Notes are one of a duly authorized issue of securities of the
Company, issued and to be issued under and pursuant to an indenture dated as of
March 6, 2001 (herein referred to as the "Indenture"), duly executed and
delivered by the Company to The Bank of New York, as trustee (herein referred to
as the "Trustee"), to which Indenture and any indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holder (the words "Holders" or "Holder" meaning the registered holders or
registered holder) of these Notes.

<PAGE>   70

     Defaults

     In case an Event of Default with respect to the Notes, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

     Amendments and Waivers

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the outstanding Notes. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Notes, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the
Indenture. The Indenture also provides that the holders of not less than a
majority in principal amount of the outstanding Notes may waive certain past
defaults and their consequences on behalf of the Holders of all Notes. Any such
consent or waiver by the Holder of any Note shall be conclusive and binding upon
such Holder and upon all future Holders of such Note and of any Note issued upon
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon such Note.

     Suits by Holders

     The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Notes with respect to the Indenture or
for any remedy under the Indenture.

     Obligation to Pay Principal and Interest Absolute

     No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on, these Notes at the places, at the respective times, at
the rate and in the coin or currency herein prescribed.

     Registered Form

     The Notes are issuable as registered Notes without coupons in denominations
of U.S. $1,000 or any amount in excess thereof which is a multiple of U.S.
$1,000 at the office or agency of the Trustee referred to above and in the





<PAGE>   71



manner and subject to the limitations provided in the Indenture. Notes may be
exchanged without service charge for like aggregate principal amount of Notes.

     Optional Redemption

     The Notes will be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, on at least 30 days, but not more
than 90 days, prior notice mailed to the registered address of each holder of
the Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and 30 basis
points for the 2006 Notes, 40 basis points for the 2011 Notes and 50 basis
points for the 2031 Notes.

     In the case of each of clause (1) and (2), accrued interest will be payable
to the redemption date.

     "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual 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.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes 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 such Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Company.

     "Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "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.



<PAGE>   72



     "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc. plus three others of the initial
purchasers (as described in the offering memorandum dated March 1, 2001,
relating to the offering of the Notes) that are U.S. Government securities
dealers and their respective successors or, if any of the foregoing shall cease
to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"),
another nationally recognized investment banking firm that is a Primary Treasury
Dealer to be substituted by the Company.

     "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Note, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
redemption date.

     Redemption upon a Tax Event

     If (i) the Company becomes or will become obligated to pay any Additional
Amounts pursuant to Section 4.06(a) of the Indenture (and as referred to above)
as a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in, or
amendments to, any official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date hereof, or (ii) a taxing authority of the
United States takes an action on or after the date hereof, whether or not with
respect to the Company or any Affiliate, that results in a substantial
probability that the Company will or may be required to pay any such Additional
Amounts, then the Company may, at its option, redeem, as a whole, but not in
part, the Notes on any interest payment date at a redemption price equal to 100%
of their principal amount, together with interest accrued thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to the Company, not including
substitution of the obligor under the Notes. No redemption pursuant to clause
(ii) above may be made unless the Company shall have received an opinion of
independent counsel to the effect that an act taken by a taxing authority of the
United States results in a substantial probability that the Company will or may
be required to pay the Additional Amounts under Section 4.06(a) of the Indenture
and the Company shall have delivered to the Trustee a certificate, signed by a
duly authorized officer stating, that based on such opinion the Company is
entitled to redeem the Notes pursuant to their terms.



<PAGE>   73



     Registration of Transfers

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

     Holder May be Deemed Absolute Owner

     The Company, the Trustee, and any agent of the Company or the Trustee
may deem and treat the Holder hereof as the absolute owner hereof (whether or
not this Global Security shall be overdue and notwithstanding any notation of
ownership or other writing hereon) for the purpose of receiving payment of or on
account of the principal hereof and subject to the provisions above, of premium
or interest thereon, and for all other purposes and neither the Company nor the
Trustee nor any such agent shall be affected by any notice to the contrary.

     No Recourse Against Others

     No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on, this Global Security or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director as such, past, present of future, of the Company or of any successor
corporation, either directly or through the Company or of any successor
corporation whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     Governing Law

     This Global Security shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of said State, without giving effect to the
principles of conflicts of laws thereof.

     All terms used in this Global Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture; provided that the
terms "Note" or "Notes" as used in this Global Security shall have the meaning
assigned to the defined terms "Security" or "Securities" as used in the
Indenture.


<PAGE>   74



                                  ABBREVIATIONS

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

        TEN COM       -    as tenants in common

        TEN ENT       -    as tenants by the entireties

        JT TEN        -    as joint tenants with right of survivorship and not
                           as tenants in common

        UNIF GIFT NUN ACT - ________________(Cust)___________(Minor)

        Under Uniform Gifts to Minor Act  ________________(State)

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

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE]

________________________________________________________________________________



________________________________________________________________________________


[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]


________________________________________________________________________________



________________________________________________________________________________


the within Notes and all fights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.

Date: __________________________________________________________________________

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

<PAGE>   75



     [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A
RESTRICTED LEGEND]

     In connection with any transfer of this Security occurring prior to April
14, 2001, the undersigned confirms that such transfer is made without utilizing
any general solicitation or general advertising and further as follows:

                                    Check One

/ / (1) This Security is being transferred to a "qualified institutional buyer"
in compliance with Rule 144A under the Securities Act of 1933, as amended and
certification in the form of Exhibit E to the Indenture is being furnished
herewith.

/ / (2) This Security is being transferred to a Non-U.S. Person in compliance
with the exemption from registration under the Securities Act of 1933, as
amended, provided by Regulation S thereunder, and certification in the form of
Exhibit D to the Indenture is being furnished herewith.

                                       or

/ / (3) This Security is being transferred other than in accordance with (1) or
(2) above and documents are being furnished which comply with the conditions of
transfer set forth in this Security and the Indenture.

        If none of the foregoing boxes is checked, the Trustee is not obligated
to register this Security in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture have been satisfied.

Date:____________________                   __________________________
                                            Seller

                                            By________________________

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

Signature Guarantee:(4) _______________________________


________

     (4) Signatures must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


<PAGE>   76



                      By______________________________
                      To be executed by an executive officer




<PAGE>   77



                            SCHEDULE OF EXCHANGES OF NOTES(1)



     The following exchanges of a part of this Global Security for Physical
Securities or a part of another Global Security have been made:



<TABLE>
<CAPTION>
                                                                   PRINCIPAL AMOUNT OF
                                                                   THIS GLOBAL NOTE
                     AMOUNT OF DECREASE    AMOUNT OF INCREASE      FOLLOWING SUCH           SIGNATURE OF
                    IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT     DECREASE (OR             AUTHORIZED SIGNATORY
DATE OF EXCHANGE    OF THIS GLOBAL NOTE    OF THIS GLOBAL NOTE       INCREASE)              OF TRUSTEE
----------------    -------------------    -------------------     -------------------      ----------
<S>                 <C>                    <C>                     <C>                      <C>
</TABLE>











--------

(1)  For Global Securities



<PAGE>   78



                                                                       EXHIBIT B

                                RESTRICTED LEGEND

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

          (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
     INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
     ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH
     SUCH ACCOUNT OR

          (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER
     THE SECURITIES ACT) AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT
IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND ONLY

          (A) TO THE COMPANY,

          (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE
     UNDER THE SECURITIES ACT,

          (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
     UNDER THE SECURITIES ACT,

          (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF
     REGULATION S UNDER THE SECURITIES ACT,

          (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
     UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH 2(C) ABOVE OR
(2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED

<PAGE>   79

FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




<PAGE>   80



                                                                       EXHIBIT C

                                   DTC LEGEND

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.





<PAGE>   81



                                                                       EXHIBIT D

                            Regulation S Certificate

                                                                 _________,_____


The Bank of New York
101 Barclay Street, 21W
New York, NY 10286
Attention: Corporate Trust Trustee Administration

        Re:    ATT&T Wireless Services, Inc.
               [7.350% Senior Notes due March 1, 2006/7.875% Senior Notes due
               March 1, 2011/8.750% Senior Notes due March 1, 2031](2) (the
               "SECURITIES")

               Issued under the Indenture (the "INDENTURE") dated as as of March
               1, 2001



Dear Sirs:

     Terms are used in this Certificate as used in Regulation S ("Regulation S")
under the Securities Act of 1933, as amended (the "Securities Act"), except as
otherwise stated herein.

     [CHECK A OR B AS APPLICABLE.]

    [ ] A.  This Certificate relates to our proposed transfer of $____ principal
            amount of Securities issued under the Indenture.  We hereby certify
            as follows:

          1.   The offer and sale of the Securities was not and will not be made
               to a person in the United States (unless such person is excluded
               from the definition of "U.S. person" pursuant to Rule
               902(k)(2)(vi) or the account held by it for which it is acting is
               excluded from the definition of "U.S. person" pursuant to Rule
               902(k)(2)(i) under the circumstances described in Rule 902(g)(3))
               and such offer and sale was not and will not be specifically
               targeted at an identifiable group of U.S. citizens abroad.

          2.   Unless the circumstances described in the parenthetical in
               paragraph 1 above are applicable, either (a) at the time the buy
               order was originated, the buyer was outside the United States or
               we and any person acting on our behalf reasonably believed that
               the buyer was outside the United States or (b) the transaction
               was executed in, on or through the facilities of

_________

(2)  Insert as applicable

<PAGE>   82



               a designated offshore securities market, and neither we nor any
               person acting on our behalf knows that the transaction was
               pre-arranged with a buyer in the United States.

          3.   Neither we, any of our affiliates, nor any person acting on our
               or their behalf has made any directed selling efforts in the
               United States with respect to the Securities.

          4.   The proposed transfer of Securities is not part of a plan or
               scheme to evade the registration requirements of the Securities
               Act.

          5.   If we are a dealer or a person receiving a selling concession,
               fee or other remuneration in respect of the Securities, and the
               proposed transfer takes place during the Restricted Period (as
               defined in the Indenture), or we are an officer or director of
               the Company or an Initial Purchaser (as defined in the
               Indenture), we certify that the proposed transfer is being made
               in accordance with the provisions of Rule 904(b) of Regulation S.

   [ ] B.   This Certificate relates to our proposed exchange of $____
            principal amount of Securities issued under the Indenture for an
            equal principal amount of Securities to be held by us. We hereby
            certify as follows:

          1.   At the time the offer and sale of the Securities was made to us,
               either (i) we were not in the United States or (ii) we were
               excluded from the definition of "U.S. person" pursuant to Rule
               902(k)(2)(vi) or the account held by us for which we were acting
               was excluded from the definition of "U.S. person" pursuant to
               Rule 902(k)(2)(i) under the circumstances described in Rule
               902(g)(3); and we were not a member of an identifiable group of
               U.S. citizens abroad.

          2.   Unless the circumstances described in paragraph 1(ii) above are
               applicable, either (a) at the time our buy order was originated,
               we were outside the United States or (b) the transaction was
               executed in, on or through the facilities of a designated
               offshore securities market and we did not pre-arrange the
               transaction in the United States.

          3.   The proposed exchange of Securities is not part of a plan or
               scheme to evade the registration requirements of the Securities
               Act.




<PAGE>   83



     You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                    Very truly yours,

                                    [NAME OF SELLER (FOR TRANSFERS)
                                         OR OWNER (FOR EXCHANGES)]

                                    By:
                                        ---------------------------------------
                                         Name:
                                         Title:
                                         Address:
Date:
     -------------------------




<PAGE>   84



                                                                       EXHIBIT E

                              Rule 144A Certificate

                                                                 ________,______


The Bank of New York
101 Barclay Street, 21W
New York, NY 10286
Attention: Corporate Trust Trustee Administration

        Re:    ATT&T Wireless Services, Inc.
               [7.350% Senior Notes due March 1, 2006/7.875% Senior Notes due
               March 1, 2011/8.750% Senior Notes due March 1, 2031](3) (the
               "SECURITIES")

               Issued under the Indenture (the "INDENTURE") dated as as of
               March 1, 2001



Ladies and Gentlemen:

        TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

        This Certificate relates to:

        [CHECK A OR B AS APPLICABLE.]

    [ ] A.  Our proposed purchase of $____ principal amount of Securities
            issued under the Indenture.

    [ ] B.  Our proposed exchange of $____ principal amount of Securities
            issued under the Indenture for an equal principal amount of
            Securities to be held by us.

     We and, if applicable, each account for which we are acting, are a
qualified institutional buyer within the meaning of Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"). If we are
acting on behalf of an account, we exercise sole investment discretion with
respect to such account. We are aware that the transfer of Securities to us, or
such exchange, as applicable, is being made in reliance upon the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior
to the date of this Certificate we have received such information regarding the
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not
to request such information.

     You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any

_______

(3) Insert as applicable


<PAGE>   85



interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                    Very truly yours,

                                    [NAME OF PURCHASER (FOR
                                         TRANSFERS) OR OWNER (FOR
                                         EXCHANGES)]

                                    By:
                                       ---------------------------------------
                                         Name:
                                         Title:
                                         Address:
Date:
     -------------------------




<PAGE>   86



                                                                       EXHIBIT F

                  [COMPLETE FORM I OR FORM II AS APPLICABLE.]

                                    [FORM I]

                      Certificate of Beneficial Ownership

To:     The Bank of New York
        101 Barclay Street, 21W
        New York, NY 10286
        Attention: Corporate Trust Trustee Administration OR

        [Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR

        [Clearstream Banking SA]

        Re:    ATT&T Wireless Services, Inc.
               [7.350% Senior Notes due March 1, 2006/7.875% Senior Notes due
               March 1, 2011/8.750% Senior Notes due March 1, 2031](4) (the
               "SECURITIES")

               Issued under the Indenture (the "INDENTURE") dated as as of
               March 1, 2001


Ladies and Gentlemen:

        We are the beneficial owner of $____ principal amount of Securities
issued under the Indenture and represented by a Temporary Offshore Global
Security (as defined in the Indenture).

        We hereby certify as follows:

        [CHECK A OR B AS APPLICABLE.]

      [ ] A.   We are a non-U.S. person (within the meaning of Regulation S
               under the Securities Act of 1933, as amended).

      [ ] B.   We are a U.S. person (within the meaning of Regulation S under
               the Securities Act of 1933, as amended) that purchased the
               Securities in a transaction that did not require registration
               under the Securities Act of 1933, as amended.

        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

__________

(4) Insert as applicable



<PAGE>   87




                                    Very truly yours,

                                    [NAME OF BENEFICIAL OWNER]

                                    By:
                                        __________________________________
                                         Name:
                                         Title:
                                         Address:
Date:
     _____________________________




                                    [FORM II]

                       Certificate of Beneficial Ownership

To:     The Bank of New York
        101 Barclay Street, 21W
        New York, NY 10286
        Attention: Corporate Trust Trustee Administration

        Re:    AT&T Wireless Services, Inc.
               [7.350% Senior Notes due March 1, 2006, 7.875% Senior Notes due
               March 1, 2011, 8.750% Senior Notes due March 1, 2031](5) (the
               "SECURITIES")

               Issued under the Indenture (the "INDENTURE") dated as as of
               March 1, 2001



Ladies and Gentlemen:

        This is to certify that based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Securities represented by a
Temporary Offshore Global Security issued under the above-referenced Indenture,
that as of the date hereof, $____ principal amount of Securities represented by
the Temporary Offshore Global Security being submitted herewith for exchange is
beneficially owned by persons that are either (i) non-U.S. persons (within the
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)
U.S. persons that purchased the Securities in a transaction that did not require
registration under the Securities Act of 1933, as amended.

        We further certify that (i) we are not submitting herewith for exchange
any portion of such Temporary Offshore Global Security excepted in such Member
Organization certifications and (ii) as of the date hereof we have not received
any notification from any Member Organization to the effect that the statements
made

________

(5) Insert as applicable




<PAGE>   88



by such Member Organization with respect to any portion of such Temporary
Offshore Global Security submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                    Yours faithfully,

                                    [EUROCLEAR BANK S.A./N.V., as
                                         operator of the Euroclear System]

                                                OR

                                    [CLEARSTREAM BANKING SA]


                                    By:
                                       ---------------------------------------
                                         Name:
                                         Title:
                                         Address:
Date:
      -------------------------



<PAGE>   89


                                                                       EXHIBIT G

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED
PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY
PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH
INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT
EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE
WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN
REGULATION S UNDER THE SECURITIES ACT.