Exhibit 4.1


                           AstraZeneca PLC, as Issuer



                                      AND



                        JPMorgan Chase Bank, as Trustee



                                   Indenture



                           Dated as of April 1, 2004



<PAGE>


                                ASTRAZENECA PLC

     Reconciliation and tie between Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, and Securities Indenture, dated April
1, 2004.

Trust Indenture                                                   Securities
Act Section                                                    Indenture Section
---------------                                                -----------------
ss.310(a)(1).................................................. 5.08
      (a)(2).................................................. 5.08
      (a)(3).................................................. Not Applicable
      (a)(4).................................................. Not Applicable
      (b)..................................................... 5.09
      (c) .................................................... Not Applicable
ss.311(a)..................................................... 5.05
      (b)..................................................... 5.05
      (c) .................................................... Not Applicable
ss.312(a)..................................................... 3.07
      (b)..................................................... 3.08
      (c) .................................................... 3.08
ss.313(a)..................................................... 3.12
      (b)..................................................... 3.12
      (c) .................................................... 3.12
      (d)..................................................... 3.12
ss.314(a)..................................................... 3.11
      (b)..................................................... Not Applicable
      (c)(1).................................................. 3.06/10.05
      (c)(2).................................................. 3.06/10.05
      (c)(3).................................................. Not Applicable
      (d)..................................................... Not Applicable
      (e) .................................................... 3.06/10.05
      (f) .................................................... Not Applicable
ss.315(a)..................................................... 5.01
      (b)..................................................... 4.11
      (c) .................................................... 5.01
      (d)..................................................... 5.01
      (d)(1).................................................. 5.01
      (d)(2).................................................. 5.01
      (d)(3).................................................. 5.01
      (e) .................................................... 4.11
ss.316(a)(1)(A)............................................... 4.09
      (a)(l)(B)............................................... 4.10
      (a)(2).................................................. Not Applicable
      (b)..................................................... 4.07
      (c)..................................................... 6.02
ss.317(a)(1).................................................. 4.02

                                       i
<PAGE>


Trust Indenture                                                   Securities
Act Section                                                    Indenture Section
---------------                                                -----------------
      (a)(2).................................................. 4.02
      (b)..................................................... 3.05
ss.318(a)..................................................... 10.07


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Securities Indenture.


                                      ii
<PAGE>


                               TABLE OF CONTENTS

                                   ---------
                                                                         PAGE
                                                                         ----

                                   ARTICLE 1
                                  DEFINITIONS

Section 1.01.  Certain Terms Defined........................................1

                                   ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally..............................................7
Section 2.02.  Form of Global Security......................................8
Section 2.03.  Form of Registered Security.................................20
Section 2.04.  Form of Bearer Security.....................................32
Section 2.05.  Form of Coupon..............................................45
Section 2.06.  Form of Legend for Global Registered Securities.............47
Section 2.07.  Form of Trustee's Certificate of Authentication.............47
Section 2.08.  Amount Unlimited; Issuable in Series........................48
Section 2.09.  Authentication and Delivery of Securities...................49
Section 2.10.  Execution of Securities.....................................51
Section 2.11.  Certificate of Authentication...............................51
Section 2.12.  Denomination and Date of Securities; Payments of Interest...51
Section 2.13.  Registration, Transfer and Exchange.........................52
Section 2.14.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities...55
Section 2.15.  Cancellation of Securities; Destruction Thereof.............56
Section 2.16.  Temporary Securities........................................57
Section 2.17.  CUSIP Numbers...............................................57

                                   ARTICLE 3
                    COVENANTS OF THE ISSUER AND THE TRUSTEE

Section 3.01.  Payment of Principal and Interest...........................57
Section 3.02.  Additional Amounts..........................................58
Section 3.03.  Offices for Payments, etc...................................59
Section 3.04.  Appointment to Fill a Vacancy in Office of Trustee..........60
Section 3.05.  Payment Agents..............................................60
Section 3.06.  Compliance Certificates from the Issuer.....................61
Section 3.07.    Securityholders Lists.....................................61
Section 3.08.  Preservation of Information; Communication to Holders.......62
Section 3.09.  Limitation on Liens.........................................62
Section 3.10.  Limitation on Sale and Lease-back...........................65
Section 3.11.  Reports by the Issuer.......................................66
Section 3.12.  Reports by the Trustee......................................66


                                      iii
<PAGE>


                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.01.  Event of Default Defined; Acceleration of Maturity;
                 Waiver of Default........................................67
Section 4.02.  Collection of Indebtedness by Trustee; Trustee
                 May Prove Debt...........................................69
Section 4.03.  Application of Proceeds....................................72
Section 4.04.  Suits for Enforcement......................................73
Section 4.05.  Restoration of Rights on Abandonment of Proceedings........73
Section 4.06.  Limitations on Suits by Securityholders....................73
Section 4.07.  Unconditional Right of Securityholders to Institute
                 Certain Suits............................................74
Section 4.08.  Powers and Remedies Cumulative; Delay or Omission
                 Not Waiver of Default....................................74
Section 4.09.  Control by Securityholders.................................74
Section 4.10.  Waiver of Past Defaults....................................75
Section 4.11.  Trustee to Give Notice of Default, but May Withhold in
                 Certain Circumstances....................................76
Section 4.12.  Right of Court to Require Filing of Undertaking to Pay
                 Costs....................................................76

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

Section 5.01.  Duties and Responsibilities of the Trustee; During
                 Default; Prior to Default................................77
Section 5.02.  Certain Rights of the Trustee..............................78
Section 5.03.  Trustee Not Responsible for Recitals, Disposition of
                 Securities or Application of Proceeds Thereof............79
Section 5.04.  Trustee and Agents May Hold Securities; Collections, Etc...80
Section 5.05.  Moneys Held by Trustee.....................................80
Section 5.06.  Compensation and Indemnification of Trustee
                 and its Prior Claim......................................80
Section 5.07.  Right of Trustee to Rely on Officers' Certificate, etc.....81
Section 5.08.  Persons Eligible for Appointment as Trustee................81
Section 5.09.  Resignation and Removal; Appointment of Successor Trustee..81
Section 5.10.  Acceptance of Appointment by Successor Trustee.............83
Section 5.11.  Merger, Conversion, Consolidation or Succession to
                 Business of Trustee......................................84

                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

Section 6.01.  Evidence of Action Taken by Securityholders................85
Section 6.02.  Proof of Execution of Instruments and of Holding of
                 Securities; Record Date..................................85
Section 6.03.  Holders to Be Treated as Owners............................85


                                      iv
<PAGE>


Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding..........86
Section 6.05.  Right of Revocation of Action Taken........................86

                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

Section 7.01.  Supplemental Indentures Without Consent of Securityholders.87
Section 7.02.  Supplemental Indentures with Consent of Securityholders....88
Section 7.03.  Effect of Supplemental Indenture...........................90
Section 7.04.  Documents to be Given to Trustee...........................90
Section 7.05.  Notation on Securities in Respect of Supplemental
                 Indentures...............................................90
Section 7.06.  Conformity with Trust Indenture Act........................90

                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01.  Issuer May Consolidate, etc., on Certain Terms.............91
Section 8.02.  Securities to be Secured in Certain Events.................93
Section 8.03.  Successor Corporation to be Substituted for Issuer.........93
Section 8.04.  Opinion of Counsel to Trustee..............................93

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01.  Satisfaction and Discharge of Indenture....................94
Section 9.02.  Application by Trustee of Funds Deposited for Payment
                 of Securities............................................95
Section 9.03.  Defeasance upon Deposit of Moneys or Government
                 Obligations..............................................95
Section 9.04.  Repayment of Moneys Held by Paying Agent...................96
Section 9.05.  Return of Moneys Held by Trustee and Paying Agent
                 Unclaimed For Two Years..................................97
Section 9.06.  Reinstatement..............................................97

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

Section 10.01. Incorporators, Stockholders, Officers and Directors
                 of Issuer Exempt from Individual Liability...............97
Section 10.02. Provisions of Indenture for the Sole Benefit of
                 Parties and Securityholders..............................98
Section 10.03. Successors and Assigns of Issuer Bound by Indenture........98
Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.98
Section 10.05. Officers' Certificates and Opinions of Counsel;
                 Statements to be Contained Therein.......................99
Section 10.06. Payments Due on Saturdays, Sundays and Holidays...........100
Section 10.07. Conflict of any Provision of Indenture with Trust
                 Indenture Act of 1939...................................100


                                       v
<PAGE>


Section 10.08. New York Law to Govern....................................100
Section 10.09. Counterparts..............................................100
Section 10.10. Effect of Headings........................................100
Section 10.11. Submission to Jurisdiction................................100

                                   ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.01. Applicability of Article...................................101
Section 11.02. Notice of Redemption; Partial Redemptions..................101
Section 11.03. Payment of Securities Called for Redemption................102
Section 11.04. Exclusion of Certain Securities from Eligibility
                 for Selection for Redemption............................103
Section 11.05. Mandatory and Optional Sinking Funds......................103
Section 11.06. Optional Redemption Due to Changes in Tax Treatment.......106


                                      vi
<PAGE>


     THIS INDENTURE, dated as of April 1, 2004 between AstraZeneca PLC, an
English public limited company (the "Issuer") and JPMorgan Chase Bank, a New
York banking corporation (the "Trustee"),

                              W I T N E S S E T H:

     WHEREAS, the Issuer may issue from time to time in one or more series its
unsecured debentures, notes or other evidences of indebtedness (the
"Securities") represented by one or more Global Securities represented by
definitive Securities in registered form without coupons for payments, up to
such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things,
for the authentication, delivery and administration thereof, the Issuer has
duly authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to
the Securities Act of 1933 (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of this Indenture. All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles, and the term
"generally accepted accounting principles" means such accounting principles as
are applicable to the Person in question and generally accepted at the time of
any computation. The words "herein", "hereof"


<PAGE>


and "hereunder" and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.

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

     "Attributable Debt" in respect of a Sale and Lease-Back Transaction means,
as of any particular time, the present value (discounted at a rate equal to the
weighted average of the rate of interest of the Securities Outstanding
hereunder which in the case of Original Issue Discount Securities shall be the
Yield to Maturity of such Securities (such average being weighted by the
principal amount of the Securities of each series Outstanding or, in the case
of Original Issue Discount Securities, such amount to be determined as provided
in the definition of "Outstanding") compounded semi-annually) of the obligation
of the Issuer or a Restricted Subsidiary for rental payments during the
remaining term of any lease in respect of a Sale and Lease-Back Transaction,
including in each case any period for which any such lease has been extended.
Such rental payments shall not include amounts payable by or on behalf of the
lessee for maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges.

     "Board of Directors" when used with reference to the Issuer, means either
the Board of Directors or any committee or member of such Board duly authorized
to act hereunder of the Issuer.

     "Board Resolution", when used with reference to the Issuer, means a copy
of one or more resolutions, certified by the Secretary or an Assistant
Secretary of the Issuer, to have been duly adopted by the Board of Directors of
the Issuer and to be in full force and effect, and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day other than a
Saturday or Sunday that (a) in the city (or in any of the cities, if more than
one) in which amounts are payable, as specified in the form of such Security,
is not a day on which banking institutions are authorized by law or regulation
to close and (b) if the Security is denominated in a currency other than U.S.
dollars (i) is not a day on which banking institutions are required by law or
regulation to close in the financial center or centers (where applicable) of
the country issuing the currency and (ii) is a day on which banking
institutions in such financial center or centers (where applicable) are
carrying out transactions in such currency.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is


                                       2
<PAGE>


not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

     "Company Order" means a written statement, request or order signed in the
name of the Issuer by any director or any other Person duly authorized thereto
by Board Resolution.

     "Consolidated Net Tangible Assets" means the aggregate amount of
consolidated total assets of the Issuer, after deducting therefrom (a) all
liabilities due within one year (other than (x) short-term borrowings and (y)
long-term debt due within one year) and (b) all goodwill, trade names,
trademarks, patents and other like intangibles, as shown on the audited
consolidated balance sheet contained in the latest annual report to
shareholders of the Issuer.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 4 New York Plaza, New York, New York, 10004.

     "Debt" has the meaning specified in Section 3.09.

     "Depository" means, with respect to Securities issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated
as Depository by the Issuer pursuant to Section 2.08 hereof which must be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended (or a successor Depository), and if at any time there is more than one
such Person, "Depository" as used with respect to the Securities shall mean the
respective Depository with respect to particular Securities.

     "Event of Default" means any event or condition specified as such in
Section 4.01.

     "Global Security" means a global certificate evidencing all or part of a
series of Securities, authenticated and delivered to the Depository and
registered in the name of the Depository or its nominee.

     "Government Obligations" means securities that are (i) direct obligations
of the United States of America or any foreign government of a sovereign state
for the payment of which its full faith and credit is pledged or (ii)
obligations of an entity controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such foreign government the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such foreign government, as the
case may be, which, in either case under clauses (i) or (ii) are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank or


                                       3
<PAGE>


trust company as custodian with respect to any such government obligation or
specific payment of interest on or principal of any such government obligation
held by such custodian for the account of the holder of a depositary receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the government
obligation or the specific payment of interest on or principal of the
government obligation evidenced by such depositary receipt.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean the registered holder of any Security.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, including, for all purposes of this instrument, any supplemental or
amended indenture, the provisions of the Trust Indenture Act that are deemed to
be a part of, and govern this instrument, and any supplemental or amended
indenture. The term "Indenture" shall also include the forms and terms of
particular series of Securities established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

     "Issuer" means AstraZeneca PLC, an English public limited company and,
subject to Article Eight, its successors and assigns.

     "Officers' Certificate" means a certificate delivered by the Issuer to the
Trustee and signed by any director or the treasurer or any deputy treasurer or
any assistant treasurer and the secretary or any assistant secretary of the
Issuer. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 10.05.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05 if and to the extent required hereby.

     "Original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


                                       4
<PAGE>


     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.01.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 6.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

     (b) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by a
person in whose hands such Security is a legal, valid and binding obligation of
the Issuer).

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.01
and (ii) the principal amount of a security denominated in one or more foreign
currencies or currency units shall be the U.S. dollar equivalent determined in
the manner provided or contemplated by Article 1 on the date of original
issuance of such Security of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i)
above) of such Security.

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


                                       5
<PAGE>


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

     "Principal Property" means any manufacturing plant or facility or any
research facility owned by the Issuer or any Restricted Subsidiary which is
located within the United Kingdom or the United States of America the gross
book value (without deduction of any depreciation reserve) of which on the date
as of which the determination is being made exceeds 2% of Consolidated Net
Tangible Assets, except (i) any such plant or facility or research facility
which, in the opinion of the Board of Directors of the Issuer, is not of
material importance to the total business conducted by the Issuer and its
Subsidiaries considered as a whole or (ii) any portion of any such property
which, in the opinion of the Board of Directors of the Issuer, is not of
material importance to the use or operation of such property.

     "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee with direct responsibility for the administration of
this Indenture, and also means any officer of the Trustee to whom any corporate
trust matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Restricted Subsidiary" means any Wholly Owned Subsidiary of the Issuer
(i) substantially all the property of which is located within the United
Kingdom or the United States of America and (ii) which owns a Principal
Property; provided, however, that the term "Restricted Subsidiary" shall not
include any Wholly Owned Subsidiary which is principally engaged in leasing or
in financing installment receivables or which is principally engaged in
financing the operations of the Issuer and its consolidated Subsidiaries.

     "Sale and Lease-Back Transaction" has the meaning specified in Section
3.10.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Subsidiary" means, with respect to any Person, any corporation at least a
majority of the outstanding stock of which having by the terms thereof ordinary
voting power (not dependent upon the happening of a contingency) to elect a
majority of the board of directors of such corporation is at the time owned or
controlled directly or indirectly by such Person.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article Five, shall also include any
successor trustee.


                                       6
<PAGE>


     "Trust Indenture Act of 1939" (except as otherwise provided in Sections
7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed; provided, however, that if the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act of
1939" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939, as so amended.

     "Wholly Owned Subsidiary" means any corporation of which all of the
outstanding stock (other than directors' qualifying shares, if any) having by
the terms thereof ordinary voting power (not dependent upon the happening of a
contingency) to elect the board of directors of such corporation is at the time
owned or controlled directly or indirectly by the Issuer, or by one or more
Wholly Owned Subsidiaries or by the Issuer and one or more Wholly Owned
Subsidiaries.

     "Yield to Maturity" means the yield to maturity on any series of Original
Issue Discount Securities, calculated at the time of issuance of such series,
or, if applicable, at the most recent redetermination of interest on such
series, and calculated in accordance with either the constant interest method
or such other accepted financial practice as is specified in the terms of such
series established pursuant to Section 2.08.

                                   ARTICLE 2
                                   SECURITIES

     Section 2.01. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board of Directors of the
Issuer (and set forth in a Board Resolution and, to the extent established
pursuant to (rather than in) such resolutions, in an Officers' Certificate
detailing such establishment), or in one or more indentures supplemental
hereto, in each case with such insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to
comply with any law or with any rules or regulations pursuant thereto, or with
any rules of any securities exchange or to conform to general usage, all as may
be determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

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


                                       7
<PAGE>


     Section 2.02. Form of Global Security.

                       [Form of Face of Global Security]

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

                                ASTRAZENECA PLC

                              [Title of Security]


No. _______________                                              CUSIP NO.
                                                                 ---------

ASTRAZENECA PLC, a public limited company incorporated under the laws of
England and Wales (herein called the "Issuer", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to bearer upon presentation and surrender of
this Security the principal sum of _________________ on ______________________
[if the Security is to bear interest prior to Maturity, insert -, and to pay
interest thereon from _____________, 20__ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
in arrears on ____________ and _____________ in each year] [annually in arrears
on __________________ in each year], commencing ______________, 20__, at the
rate of ___% per annum, until the principal hereof is paid or made available
for payment [if applicable, insert -; provided that any principal and premium,
and any such instalment of interest, which is overdue shall bear interest at
the rate of __% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand].] [If the Security is not to bear interest prior to Maturity, insert -
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity, and in such case the overdue principal and any overdue premium shall
bear interest at the rate of __% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the date such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue
principal or premium which is not so paid on demand shall bear interest at the
rate of __% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on overdue
interest shall be payable on demand.] [The Trustee shall act as Paying Agent
with respect to the Securities of this series.]


                                       8
<PAGE>


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

     [Title to this Security shall pass by delivery.]

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

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

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

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

Dated:

                                           ASTRAZENECA PLC


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


                                       9
<PAGE>


                      [Form of Reverse of Global Security]

     This Security is one of duly authorized issue of securities of the Issuer
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ________, 2004 herein called the "Indenture"
which term shall have the meaning assigned to it in such instrument, between
the Issuer and JPMorgan Chase Bank, as Trustee (herein called the "Trustee",
which term includes any other successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [,limited in aggregate
principal amount to U.S.$________________].

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

Year              Redemption Price         Year              Redemption Price
----              ----------------         ----              ----------------






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


                                      10
<PAGE>


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

                           Redemption Price
                             For Redemption            Redemption Price For
                           Through Operation           Redemption Otherwise
                                of the                Than Through Operation
          Year               Sinking Fund               of the Sinking Fund
          ----               ------------               -------------------





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

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

     [If applicable, insert - The sinking fund for this series provides for the
redemption on ______________ in each year beginning with the year ________


                                      11
<PAGE>


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

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

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


                                      12
<PAGE>


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

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

             If Redemption During the                       Redemption
            12-Month Period Commencing                        Price
            --------------------------                        -----




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

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


                                      13
<PAGE>


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

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

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

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

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

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

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

     [If not applicable, delete - If any deduction or withholding for any
present or future taxes, levies, imposts or other governmental charges
whatsoever imposed, assessed, levied or collected by or for the account of the
United Kingdom (or any political subdivision or taxing authority thereof or
therein ) shall at any time be required by the United Kingdom (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Issuer under the


                                      14
<PAGE>


Securities, the Issuer (subject to compliance by the Holder of such Securities
with any administrative requirements) will pay to the Holder of this Security,
such additional amounts as may be necessary in order that the net amounts paid
to such Holder of such Security who, with respect to any such tax, levy, impost
or other governmental charge whatsoever imposed, assessed, levied or collected
by or for the account of the United Kingdom, is not resident in such
jurisdiction, after such deduction or withholding, shall be not less than the
amounts specified in such Security to which such Holder is entitled; provided,
however, that the Issuer shall not be required to make any payment of
additional amounts for or on account of:

          (1) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that the Holder of the relevant Security (or a fiduciary,
     settlor, beneficiary, member or shareholder of, or possessor of a power
     over, such Holder, if such Holder is an estate, trust, partnership or
     corporation) is or has been a domiciliary, national or resident of, or
     engaging or having been engaged in a trade or business or maintaining or
     having maintained a permanent establishment or being or having been
     physically present in, the United Kingdom or any political subdivision or
     taxing authority thereof or therein or otherwise having or having had some
     connection with the United Kingdom or any political subdivision or taxing
     authority thereof or therein other than the holding or ownership of a
     Security, or the collection of principal of, and interest, if any, on, or
     the enforcement of, a Security;

          (2) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that, where presentation is required, the relevant
     Security was presented more than thirty days after the date on which such
     payment became due or was provided for, whichever is later;

          (3) any estate, inheritance, gift, sale, transfer, personal property
     or similar tax, levy, impost or other governmental charge;

          (4) any present or future tax, levy, impost or other governmental
     charge which is payable otherwise than by deduction or withholding from
     payments on or in respect of the relevant Security;

          (5) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the failure to comply with any certification, identification or
     other reporting requirements concerning the nationality, residence,
     identity or connection with the United Kingdom or any political
     subdivision or taxing authority thereof or therein of the Holder or
     beneficial owner of the relevant Security, if compliance is required by


                                      15
<PAGE>


     treaty or by statute, regulation or administrative practice of the United
     Kingdom or any such political subdivision or taxing authority thereof or
     therein as a condition to relief or exemption from such tax, levy, impost
     or other governmental charge;

          (6) any present or future tax, levy, impost or other governmental
     charge is imposed on a payment to an individual and is required to be made
     pursuant to European Council Directive 2003/48/EC or any other European
     Union Directive implementing the conclusions of the ECOFIN Council meeting
     of 26-27 November 2000 on the taxation of savings or any law implementing
     or complying with, or introduced in order to conform to, such Directive;

          (7) any present or future tax, levy, impost or other governmental
     change which a Holder would have been able to avoid by presenting the
     relevant debt security to another paying agent in a Member State of the
     European Union or elsewhere;

          (8) any present or future tax, levy, impost or other governmental
     change which a Holder would have been able to avoid by authorizing the
     paying agent to report information in accordance with the procedure laid
     down by the relevant tax authority or by producing, in the form requested
     by the relevant tax authority, a declaration, claim, certificate, document
     or other evidence establishing exemption therefrom;

          (9) any present or future tax, levy, impost or other governmental
     charge imposed, assessed, levied or collected in respect of a payment
     under or with respect to a Security to any Holder of the relevant Security
     that is a fiduciary, partnership or a person other than the sole
     beneficial owner of such payment or Security to the extent that the
     beneficiary or settlor with respect to the fiduciary, member of that
     partnership or beneficial owner would not have been entitled to the
     additional amounts or would not have been subject to such tax, levy,
     impost or charge, had that beneficiary, settlor, member or beneficial
     owner been the actual Holder of such Security ; or

          (10) any combination of items (1) through (9) above.

nor shall additional amounts be paid in the event that the obligation to pay
additional amounts is the result of the issuance of definitive Registered
Securities to a Holder of a Predecessor Security at such Holder's request upon
the occurrence of an Event of Default and at the time payment is made
definitive Registered Securities have not been issued in exchange for the
entire principal amount of the Predecessor Securities. The foregoing provisions
shall apply mutatis mutandis to any withholding or deduction for or on account
of any present


                                      16
<PAGE>


or future taxes, assessments or governmental charges of whatever nature of any
jurisdiction is which any successor Person to the Issuer is organized, or any
political subdivision or taxing authority thereof or therein.]

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

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

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


                                      17
<PAGE>


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

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

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


                                      18
<PAGE>


SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

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

                                                 Total Principal      Notation
                    Decrease in   Increase in        Amount             Made
     Date of         Principal     Principal     Following such     by on Behalf
Decrease/Increase      Amount       Amount      Decrease/Increase   of Trustee
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------
-----------------   -----------   -----------   -----------------   ------------


                                      19
<PAGE>


     Section 2.03. Form of Registered Security.

                     [Form of Face of Registered Security]

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

                                ASTRAZENECA PLC

                              [Title of Security]

No.___________________                                        ________________

     ASTRAZENECA PLC, a public limited company incorporated under the laws of
England and Wales (herein called the "Issuer", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of _______________ on ___________________ [if the
Security is to bear interest prior to Maturity, insert -, and to pay interest
thereon from __________, 20 ____ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semiannually in arrears
on ______________ and ______________ in each year] [annually in arrears on
____________ in each year], commencing ___________________, 20____, at the rate
of _______% per annum, until the principal hereof is paid or made available for
payment [if applicable, insert -, provided that any principal and premium, and
any such instalment of interest, which is overdue shall bear interest at the
rate of _____% per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.] The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest which shall be the ______ [or _________] (whether or not a Business
Day)[, as the case may be,] next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon


                                      20
<PAGE>


such notice as may be required by such exchange, all as more fully provided in
said Indenture].

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

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

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

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

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

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


                                      21

<PAGE>


Dated:

                                            ASTRAZENECA PLC


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


                                      22
<PAGE>


                    [Form of Reverse of Registered Security]

     This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 2004 (herein called the
"Indenture" which term shall have the meaning assigned to it in such
instrument), among the Issuer and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any other successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to U.S.$________________].

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

             Redemption                  Redemption
  Year          Price         Year          Price
--------     ----------     --------     ----------



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


                                      23
<PAGE>


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

                             Redemption Price
                              For Redemption             Redemption Price For
                             Through Operation           Redemption Otherwise
                                  of the                Than Through Operation
         Year                  Sinking Fund               of the Sinking Fund
--------------------         -----------------          ----------------------






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

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

     [If applicable, insert - The sinking fund for this series provides for the
redemption on ______________ in each year beginning with the year ________


                                      24
<PAGE>


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

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

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


                                      25
<PAGE>


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

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

             If Redemption During the                        Redemption
            12-Month Period Commencing                         Price
            --------------------------                       ----------





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

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


                                      26
<PAGE>


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

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

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

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

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

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

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

     [If not applicable, delete - If any deduction or withholding for any
present or future taxes, levies, imposts or other governmental charges
whatsoever imposed, assessed, levied or collected or for the account of the
United Kingdom (or any political subdivision or taxing authority thereof or
therein) shall at any time be required by the United Kingdom (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Issuer under the


                                      27
<PAGE>


Securities, the Issuer (subject to compliance by the Holder of such Securities
with any administrative requirements) will pay to the Holder of this Security,
such additional amounts as may be necessary in order that the net amounts paid
to such Holder of such Security who, with respect to any such tax, levy, impost
or other governmental charge whatsoever imposed, assessed, levied or collected
by or for the account of the United Kingdom, is not resident in such
jurisdiction, after such deduction or withholding, shall be not less than the
amounts specified in such Security to which such Holder is entitled; provided,
however, that the Issuer shall not be required to make any payment of
additional amounts for or on account of:

          (1) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that the Holder of the relevant Security (or a fiduciary,
     settlor, beneficiary, member or shareholder of, or possessor of a power
     over, such Holder, if such Holder is an estate, trust, partnership or
     corporation) is or has been a domiciliary, national or resident of, or
     engaging or having been engaged in a trade or business or maintaining or
     having maintained a permanent establishment or being or having been
     physically present in, the United Kingdom or any political subdivision or
     taxing authority thereof or therein or otherwise having or having had some
     connection with the United Kingdom or any political subdivision or taxing
     authority thereof or therein other than the holding or ownership of a
     Security, or the collection of principal of, and interest, if any, on, or
     the enforcement of, a Security;

          (2) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that, where presentation is required, the relevant
     Security was presented more than thirty days after the date on which such
     payment became due or was provided for, whichever is later;

          (3) any estate, inheritance, gift, sale, transfer, personal property
     or similar tax, levy, impost or other governmental charge;

          (4) any present or future tax, levy, impost or other governmental
     charge which is payable otherwise than by deduction or withholding from
     payments on or in respect of the relevant Security;

          (5) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the failure to comply with any certification, identification or
     other reporting requirements concerning the nationality, residence,
     identity or connection with the United Kingdom or any political
     subdivision or taxing authority thereof or therein of the Holder or
     beneficial owner of the relevant Security, if compliance is required by


                                      28
<PAGE>


     treaty or by statute, regulation or administrative practice of the United
     Kingdom or any such political subdivision or taxing authority thereof or
     therein as a condition to relief or exemption from such tax, levy, impost
     or other governmental charge;

          (6) any present or future tax, levy, impost or other governmental
     charge is imposed on a payment to an individual and is required to be made
     pursuant to European Council Directive 2003/48/EC any other European Union
     Directive implementing the conclusions of the ECOFIN Council meeting of
     26-27 November 2000 on the taxation of savings or any law implementing or
     complying with, or introduced in order to conform to, such Directive;

          (7) any present or future tax, levy, impost or other governmental
     charge which a Holder would have been able by presenting the relevant debt
     security to another paying agent in a Member State of the European Union
     or elsewhere;

          (8) any present or future tax, levy, impost or other governmental
     change which a Holder would have been able to avoid by authorizing the
     paying agent to report information in accordance with the procedure laid
     down by the relevant tax authority or by producing, in the form requested
     by the relevant tax authority, a declaration, claim, certificate, document
     or other evidence establishing exemption therefrom;

          (9) any present or future tax, levy, impost or other governmental
     charge imposed, assessed, levied or collected in respect of a payment
     under or with respect to a Security to any Holder of the relevant Security
     that is a fiduciary, partnership or a person other than the sole
     beneficial owner of such payment or Security to the extent that the
     beneficiary or settlor with respect to the fiduciary, member of that
     partnership or beneficial owner would not have been entitled to the
     additional amounts or would not have been subject to such tax, levy,
     impost or charge, had that beneficiary, settlor, member or beneficial
     owner been the actual Holder of such Security ; or

          (10) any combination of items (1) through (9) above.

nor shall additional amounts be paid in the event that the obligation to pay
additional amounts is the result of the issuance of definitive Registered
Securities to a Holder of a Predecessor Security at such Holder's request upon
the occurrence of an Event of Default and at the time payment is made
definitive Registered Securities have not been issued in exchange for the
entire principal amount of the Predecessor Securities. The foregoing provisions
shall apply mutatis mutandis to any withholding or deduction for or on account
of any present


                                      29
<PAGE>


or future taxes, assessments or governmental charges of whatever nature of any
jurisdiction is which any successor Person to the Issuer is organized, or any
political subdivision or taxing authority thereof or therein.]

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

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

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

     [Insert if only Registered Securities may be issued - The Securities of
this series are issuable only in registered form without coupons in
denominations of


                                      30
<PAGE>


__________________ and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Issuer in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]

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

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

     Prior to due presentation of this Security for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither of the
Issuer nor the Trustee nor any such agent shall be affected by notice to the
contrary.

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

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


                                      31
<PAGE>


     Section 2.04. Form of Bearer Security.

                       [Form of Face of Bearer Security]

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

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

                                ASTRAZENECA PLC

                              [Title of Security]

No. _____________                                                  ____________

     ASTRAZENECA PLC, a public limited company incorporated under the laws of
England and Wales (herein called the "Issuer", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to bearer upon presentation and surrender of
this Security the principal sum of ________________ on
______________________________ [if the Security is to bear interest prior to
Maturity, insert -, and to pay interest thereon from ______________, 20__ or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on _____________ and _____________
in each year] [annually in arrears on _____________ in each year], commencing
____________, 20__, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment [if applicable, insert -, provided that
any principal and premium, and any such instalment of interest, which is
overdue shall bear interest at the rate of __% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand].] [If the Security is not to bear interest
prior to Maturity, insert - The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at States Maturity, and in such case the
overdue principal upon acceleration, upon redemption or at Stated Maturity, and
in such case the overdue principal and any overdue premium shall bear interest
at the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the date such amounts are due until they
are paid or made available for payment. Interest on any overdue principal shall
be payable on demand. Any such interest on any overdue principal or


                                      32
<PAGE>


premium which is not so paid on demand shall bear interest at the rate of ___%
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on overdue interest shall be
payable on demand.] Such payments [(including premium, if any)] shall be made,
subject to any laws or regulations applicable thereto and to the right of the
Issuer (limited as provided in the Indenture) to rescind the designation of any
such Paying Agent, at the [main] offices of ______, in _____, in _____, ______
in ______, _______ in ________ and _______ in _______, or at such other offices
or agencies outside the United Sates (as defined below) as the Issuer may
designate, at the option of the Holder, by United States dollar check drawn on
a bank in The City of New York or by transfer of United States dollars to an
account maintained by the payee with a bank located outside the United States]
[If Security is denominated and payable other than in United States dollars
insert currency and method of payment]. [If Security is to bear interest prior
to maturity] Interest in this Security due on or before Maturity shall be
payable only upon presentation and surrender at such an office or agency of the
interest coupons hereto attached as they severally mature.] No payment of
principal of [, premium, if any] or interest on, this Security shall be made at
any office or agency of the Issuer in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States [If Security is denominated and payable in
United States dollars, insert -; provided, however, that payment of principal
of [(and premium, if any)] and [if applicable, insert - any such] interest on
this Security shall be made at the office of the Issuer's Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment in United
States dollars of the full amount of such principal, [premium, if any,] or
interest as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Issuer in accordance with the
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions on the full repayment or receipt of such amounts in United
States dollars, as determined by the Issuer.]

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

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

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


                                      33
<PAGE>


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

Dated:

                                            ASTRAZENECA PLC


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


                                      34
<PAGE>


                      [Form of Reverse of Global Security]

     This Security is one of duly authorized issue of securities of the Issuer
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of ________, 2004 herein called the "Indenture"
which term shall have the meaning assigned to it in such instrument), between
the Issuer and JPMorgan Chase Bank, as Trustee (herein called the "Trustee",
which term includes any other successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [,limited in aggregate
principal amount to U.S.$________________]. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of U.S.$_________ [, and as Registered Securities, without
coupons, in denominations of U.S.$ ________ and any integral multiple thereof].
[As provided in the Indenture and subject to certain limitations therein set
forth, Bearer Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered Securities of
this series and of like tenor of any authorized denominations, as requested by
the Holder surrendering the same, upon surrender of the Security or Securities
to be exchanged, with all unmatured coupons and all matured coupons in default
thereto appertaining, at any office or agency described below where Registered
Securities of this series may be presented for registration of transfer;
provided, however, that Bearer Securities surrendered in exchange for
Registered Securities between a Record Date and the relevant Interest Payment
Date shall be surrendered without the coupon relating to such Interest Payment
Date. Bearer Securities may not be issued in exchange for Registered
Securities.]

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

Year                Redemption Price       Year                Redemption Price
----------------    ----------------       ----------------    ----------------



                                      35
<PAGE>


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

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

                           Redemption Price
                            For Redemption            Redemption Price For
                           Through Operation          Redemption Otherwise
                                of the               Than Through Operation
          Year               Sinking Fund              of the Sinking Fund
          ----               ------------              -------------------





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


                                      36
<PAGE>


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

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

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


                                      37
<PAGE>


of such additional amounts in the case of (i) above or such deduction or
withholding in the case of (ii) above cannot be avoided by the use of any
reasonable measures available to the Issuer or the Subsidiary.]

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

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

             If Redemption During the                    Redemption
            12-Month Period Commencing                     Price
            --------------------------                     -----




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


                                      38
<PAGE>


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

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

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

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

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

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

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


                                      39
<PAGE>


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

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

          (1) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that the Holder of the relevant Security (or a fiduciary,
     settlor, beneficiary, member or shareholder of, or possessor of a power
     over, such Holder, if such Holder is an estate, trust, partnership or
     corporation) is or has been a domiciliary, national or resident of, or
     engaging or having been engaged in a trade or business or maintaining or
     having maintained a permanent establishment or being or having been
     physically present in, the United Kingdom or any political subdivision or
     taxing authority thereof or therein or otherwise having or having had some
     connection with the United Kingdom or any political subdivision or taxing
     authority thereof or therein other than the holding or ownership of a
     Security, or the collection of principal of, and interest, if any, on, or
     the enforcement of, a Security;


                                      40
<PAGE>


          (2) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the fact that, where presentation is required, the relevant
     Security was presented more than thirty days after the date on which such
     payment became due or was provided for, whichever is later;

          (3) any estate, inheritance, gift, sale, transfer, personal property
     or similar tax, levy, impost or other governmental charge;

          (4) any present or future tax, levy, impost or other governmental
     charge which is payable otherwise than by deduction or withholding from
     payments on or in respect of the relevant Security;

          (5) any present or future tax, levy, impost or other governmental
     charge which would not have been so imposed, assessed, levied or collected
     but for the failure to comply with any certification, identification or
     other reporting requirements concerning the nationality, residence,
     identity or connection with the United Kingdom or any political
     subdivision or taxing authority thereof or therein of the Holder or
     beneficial owner of the relevant Security, if compliance is required by
     treaty or by statute, regulation or administrative practice of the United
     Kingdom or any such political subdivision or taxing authority thereof or
     therein as a condition to relief or exemption from such tax, levy, impost
     or other governmental charge;

          (6) any present or future tax, levy, impost or other governmental
     charge is imposed on a payment to an individual and is required to be made
     pursuant to European Council Directive 2003/48/EC any other European Union
     Directive implementing the conclusions of the ECOFIN Council meeting of
     26-27 November 2000 on the taxation of savings or any law implementing or
     complying with, or introduced in order to conform to, such Directive;

          (7) any present or future tax, levy, impost or other governmental
     charge which a Holder would have been able to avoid such withholding or
     deduction by presenting the relevant debt security to another paying agent
     in a Member State of the European Union or elsewhere;

          (8) any present or future tax, levy, impost or other governmental
     change which a Holder would have been able to avoid by authorizing the
     paying agent to report information in accordance with the procedure laid
     down by the relevant tax authority or by producing, in the form requested
     by the relevant tax authority, a declaration, claim, certificate, document
     or other evidence establishing exemption therefrom;


                                      41
<PAGE>


          (9) any present or future tax, levy, impost or other governmental
     charge imposed, assessed, levied or collected in respect of a payment
     under or with respect to a Security to any Holder of the relevant Security
     that is a fiduciary, partnership or a person other than the sole
     beneficial owner of such payment or Security to the extent that the
     beneficiary or settlor with respect to the fiduciary, member of that
     partnership or beneficial owner would not have been entitled to the
     additional amounts or would not have been subject to such tax, levy,
     impost or charge, had that beneficiary, settlor, member or beneficial
     owner been the actual Holder of such Security; or

          (10) any combination of items (1) through (9) above.

nor shall additional amounts be paid in the event that the obligation to pay
additional amounts is the result of the issuance of definitive Registered
Securities to a Holder of a Predecessor Security at such Holder's request upon
the occurrence of an Event of Default and at the time payment is made
definitive Registered Securities have not been issued in exchange for the
entire principal amount of the Predecessor Securities. The foregoing provisions
shall apply mutatis mutandis to any withholding or deduction for or on account
of any present or future taxes, assessments or governmental charges of whatever
nature of any jurisdiction is which any successor Person to the Issuer is
organized, or any political subdivision or taxing authority thereof or
therein.]

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

As set forth in, and subject to, the provisions of the Indenture, no Holder of
any Security of this series will have any right to institute any proceeding
with respect to the Indenture, this Security or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than


                                      42
<PAGE>


25% in principal amount of the Outstanding Securities of this series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal of the Outstanding Securities of
this series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal [(and premium, if any)] or [any]
interest on this Security on or after the respective due dates expressed herein
[If applicable, insert - or to a suit instituted by the Holder hereof for the
enforcement of the right to convert this Security in accordance with the
Indenture].

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

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

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

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

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


                                      43
<PAGE>


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


                                      44
<PAGE>


     Section 2.05. Form of Coupon.

                            [Form of Face of Coupon]

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

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

                                AstraZeneca PLC

                              [Title of Security]

                                                                         [R  ]*

No. _______________                                                ____________

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

                                            ASTRAZENECA PLC


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


---------
*Insert if redeemable.


                                      45
<PAGE>


                             [Reverse of Coupon]*

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



---------
* Insert names and addresses of initial Paying Agents located outside the
United States.


                                      46
<PAGE>


     Section 2.06. Form of Legend for Global Registered Securities.

     Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Registered Security authenticated
and delivered hereunder shall bear a legend in substantially the following
form:

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

     Section 2.07. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                                           JPMorgan Chase Bank,
                                              as Trustee


                                           By
                                             ------------------------------
                                             Authorized Officer



                                      47
<PAGE>


     Section 2.08. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more resolutions of the Board of Directors
of the Issuer (and set forth in a Board Resolution and, to the extent
established pursuant to (rather than in) such resolutions, in an Officers'
Certificate detailing such establishment), and/or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

     (a) the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities);

     (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.13, 2.14, 2.16, 8.03 or 11.03);

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

     (d) the rate or rates at which the Securities of the series shall bear
interest, if any, or, if other than on the basis of a 360-day year of twelve
30-day months, the method by which such rate shall be determined, the date or
dates from which such interest shall accrue, the interest payment dates on
which such interest shall be payable and the record dates for the determination
of Holders to whom interest is payable;

     (e) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.03);

     (f) the price or prices at which, the period or periods within which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Issuer, pursuant to any sinking fund
or otherwise, including the date referred to in Section 11.06;

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


                                      48
<PAGE>


     (h) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

     (i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 4.01 or
provable in bankruptcy pursuant to Section 4.02;

     (j) if other than such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public or private debts,
the coin or currency (including any composite currency) in which payment of the
principal and interest on the Securities of the series shall be denominated or
payable, the method pursuant to which payment shall be made and the manner of
determining the equivalent thereof in the currency of the United States of
America for purposes of the definition of "Outstanding" in Article 1.

     (k) if the principal of or interest on the Securities of the series are to
be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency (including any composite currency) other than that in which the
Securities are stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;

     (l) if the amounts of payments of principal or interest, if any, on the
Securities of the series may be determined with reference to an index or are
otherwise not fixed on the original issue date thereof, the manner in which
such amounts shall be determined;

     (m) the forms of the Securities of the series;

     (n) any trustees, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the Securities of such series;

     (o) whether the Securities of the series will be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
Depositary with respect to such Global Security or Securities; and

     (p) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such resolution of the Board of Directors of the Issuer or in any such
indenture supplemental hereto.

     Section 2.09. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the
Issuer


                                      49
<PAGE>


may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer contained in a Company
Order. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities the
Trustee shall be entitled to receive, and (subject to Section 5.01) shall be
fully protected in relying upon:

     (a) any Board Resolution, Officers' Certificate and/or executed
supplemental indenture referred to in Sections 2 and 2.08 by or pursuant to
which the terms of the Securities were established;

     (b) Officers' Certificates of the Issuer certifying the form and terms of
the Securities, stating that the form and terms of the Securities have been
established as required pursuant to Sections 2 and 2.08 and comply with the
Indenture and covering such other matters as the Trustee may reasonably
request;

     (c) one or more Opinions of Counsel, prepared in accordance with Section
10.05, to the effect that

          (i) the form or forms and terms of such Securities have been
     established as required pursuant to Sections 2 and 2.08 in conformity with
     the provisions of this Indenture;

          (ii) such Securities, when authenticated and delivered by the Trustee
     and issued by the Issuer in the manner and subject to any conditions
     specified in such Opinion of Counsel, will constitute valid and binding
     obligations of the Issuer;

          (iii) all laws and requirements in respect of the execution and
     delivery by the Issuer of the Securities have been complied with; and

          (iv) covering such other matters as the Trustee may reasonably
     request.

     (d) if the Securities being issued are Original Issue Discount Securities,
an Officers' Certificate of the Issuer setting forth the Yield to Maturity for
the Securities and any other facts required to compute amounts due on
acceleration, unless such Yield to Maturity and other facts are specified in
the form of the Securities. Any issue of additional debt securities that is to
utilize the same ISIN, Common Code or "CUSIP" number as a debt security already
issued hereunder shall be effected in a manner and under circumstances whereby
the issue of additional debt securities is treated as a "qualified reopening"
(within the meaning of United States Treasury Regulations Section
1.1275-2(k)(3), or similar successor provision, all as in effect at the time of
the further issue) of the issue of


                                      50
<PAGE>


debt securities having the shared ISIN, Common Code or "CUSIP" number, as the
case may be.

     The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders.

     Section 2.10. Execution of Securities. The Securities shall be signed on
behalf of the Issuer by any two directors or by one director and its secretary
or any assistant secretary, under its corporate seal which may, but need not,
be attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects
in any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall
be authenticated and delivered by the Trustee or disposed of by the Issuer,
such Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

     Section 2.11. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

     Section 2.12. Denomination and Date of Securities; Payments of Interest.
The Securities shall be issuable as registered securities without coupons and
in denominations as shall be specified as contemplated by Section 2.08. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any


                                      51
<PAGE>


multiple thereof. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.08.

     The person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the persons in whose names Outstanding Securities for such
series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall
mean the date specified as such in the terms of the Securities of any
particular series, or, if no such date is so specified, if such interest
payment date is the first day of a calendar month, the fifteenth day of the
next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

     Section 2.13. Registration, Transfer and Exchange.

     (a) Global Securities. This Section 2.13(a) shall apply only to Global
Securities deposited with the Depository unless otherwise provided as
contemplated by Section 2.08.

     Unless the Global Security is presented by an authorized representative of
the Depository to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of a
nominee of the Depository and any payment is made to such nominee, any
transfer, pledge or other use of the Global Security in registered form for
value or otherwise shall be wrongful since the registered owner of such Global
Security, the nominee of the Depository, has an interest in such Global
Security.

     Except as otherwise specified as contemplated by Section 2.08 hereof, any
Global Security shall be exchangeable for definitive Securities only as
provided in


                                      52
<PAGE>


this paragraph. A Global Security shall be exchangeable pursuant to this
Section 2.13 only if (a) the Depository notifies the Issuer that it is
unwilling or unable to continue to hold such Global Security or if at any time
the Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor Depository is not appointed
by the Issuer, (b) there shall have occurred and be continuing an Event of
Default with respect to the Securities, or (c) at any time if the Issuer in its
sole discretion determines that the Global Securities or any of them should be
exchanged for definitive Securities. The Issuer shall notify the Trustee in
writing that such exchange has taken place and that the Depository is no longer
the Holder of such Global Security, in whole or in part. Unless and until such
notice is received by the Trustee, the Trustee shall be entitled to assume that
no such exchange of Global Security for definitive Securities has occurred, and
shall have no liability with respect to any payment in reliance thereon. Any
Global Security that is exchangeable pursuant to this Section 2.13 shall be
exchangeable for definitive Securities in registered form, bearing interest (if
any) at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, specified currency and other terms and
of differing denominations aggregating a like amount as the Global Security so
exchangeable. Definitive Securities shall be registered in the names of the
owners of the beneficial interests in such Global Security as such names are
from time to time provided by the relevant Agent Member holding interests in
such Global Security (as such Agent Member is identified from time to time by
the Depository).

     No Global Security may be transferred except as a whole by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor of the Depository or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Security shall not be entitled to receive physical delivery of
Securities in definitive form and will not be considered the holders thereof
for any purpose under this Indenture.

     In the event that a Global Security is surrendered for redemption in part
pursuant to Section 11.02 the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Depository for such Global Security, without
service charge, a new Global Security, in a denomination equal to the
unredeemed portion of the principal of the Global Security so surrendered.

     The Agent Members shall have no rights under this Indenture with respect
to any Global Security held on their behalf by a Depository, and such
Depository may be treated by the Issuer, the Trustee, and any agent of the
Issuer, or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee, or any agent of the Issuer, or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
a Depository or


                                      53
<PAGE>


impair, as between a Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any
Security, including without limitation the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
Holder is entitled to give or take under this Indenture.

     In connection with any exchange of interests in a Global Security for
definitive Securities, as provided in this subsection (a), then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such Global Security executed by the Issuer. On or after the earliest
date on which such interests may be so exchanged, such Global Security shall be
surrendered by the Depository to the Trustee, as the Issuer's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such Global Security, an equal aggregate principal
amount of definitive Securities of authorized denominations as the portion of
such Global Security to be exchanged. Any Global Security that is exchangeable
pursuant to this Section 2.13 shall be exchangeable for Securities issuable in
the denominations specified as contemplated by Section 2.08 and registered in
such names as the Depository that is the Holder of such Global Security shall
direct. If a definitive Security is issued in exchange for any portion of a
Global Security after the close of business at the office or agency where such
exchange occurs on any record date and before the opening of business at such
office or agency on the relevant payment date, interest payments will not be
payable on such payment date in respect of such definitive Security, but will
be payable on such payment date only to the person to whom interest payments in
respect of such portion of such Global Security are payable.

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

     (b) The Issuer will keep or cause to be kept at each office or agency to
be maintained for the purpose as provided in Section 3.03 a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will register, and will register the transfer of, Securities as in this
Article provided. Such register shall be in written form in the English
language or in any other form capable of being converted into such form within
a reasonable time. At all reasonable times such register or registers shall be
open for inspection by the Trustee.


                                      54
<PAGE>


     Upon due presentation for registration of transfer of any Security of any
series at any such office or agency to be maintained for the purpose as
provided in Section 3.03, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a
like aggregate principal amount.

     Any Security or Securities of any series may be exchanged for a Security
or Securities of the same series in other authorized denominations, in an equal
aggregate principal amount. Securities of any series to be exchanged shall be
surrendered at any office or agency to be maintained by the Issuer for the
purpose as provided in Section 3.03, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange
shall be entitled to receive and bearing numbers not contemporaneously
outstanding.

     All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder or his attorney duly authorized in writing.

     The Issuer or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where public notice has been given that such Security
is to be redeemed in part, the portion thereof not so to be redeemed.

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

     Section 2.14. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security (including any Global Security)
shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in
its discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security of the same
series and bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for


                                      55
<PAGE>


the Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any
agent of the Issuer, or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

     Upon the issuance of any substitute Security, the Issuer or the Trustee
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security which has matured or is about to mature or has been called
for redemption in full shall become mutilated or defaced or be destroyed, lost
or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Trustee and any agent of the Issuer,
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions
of this Section 2.14 by virtue of the fact that any such Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Issuer whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, defaced or destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     Section 2.15. Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Issuer, or any agent of the Issuer, or
the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it in accordance with its
customary procedures; and no Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture. The Trustee
shall, subject to the record retention


                                      56
<PAGE>


requirements of the Securities Exchange Act of 1934, as amended, destroy
cancelled Securities held by it and upon written request of the Issuer deliver
a certificate of destruction to the Issuer. If the Issuer shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.

     Section 2.16. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series, having endorsed
thereon Securities duly executed by the Issuer (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities of any series shall be issuable as registered
Securities without coupons, of any authorized denomination, and substantially
in the form of the definitive Securities of such series but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be
executed by the Issuer and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay the Issuer shall execute and
shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without
charge at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.03, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series a like aggregate
principal amount of definitive Securities of the same series of authorized
denominations. Until so exchanged, the temporary Securities of any series shall
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

     Section 2.17. CUSIP Numbers. The Issuer in issuing any series of the
Securities may use CUSIP numbers, if then generally in use, and thereafter with
respect to such series, the Trustee may use such numbers in any notice of
redemption with respect to such series. The Issuer shall promptly notify the
Trustee in writing of any change in the CUSIP numbers.

                                   ARTICLE 3
                    COVENANTS OF THE ISSUER AND THE TRUSTEE

As to the Issuer:

     Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of the Holders of each series of Securities that it will
duly


                                      57
<PAGE>


and punctually pay or cause to be paid the principal of, and interest, if
any, on, each of the Securities of such series at the place or places, at the
respective times and in the manner provided in such Securities. Each
installment of interest on the Securities of any series may be paid by mailing
checks for such interest payable to or upon the written order of the Holders of
Securities entitled thereto as they shall appear on the registry books of the
Issuer.

     Section 3.02. Additional Amounts. Unless otherwise specified in any Board
Resolution establishing the terms of Securities of a series in accordance with
Section 2.08, all amounts of principal, and interest, if any, on any series of
Securities will be paid by the Issuer without deducting or withholding for, or
on account of, any and all present and future taxes, levies, imposts or other
governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the United Kingdom or any political subdivision or taxing
authority thereof or therein or if deduction or withholding of any such taxes,
levies, imposts or other governmental charges shall at any time be required by
the United Kingdom or any such subdivision or authority, the Issuer will
(subject to compliance by the Holders of such Securities with any relevant
administrative requirements) pay such additional amounts in respect of
principal, interest, if any, and sinking fund payments as may be necessary in
order that the net amounts paid to the Holders of the Securities or the Trustee
under this Indenture, as the case may be, pursuant to the Securities, after
such deduction or withholding, shall equal the respective amounts of principal,
interest, if any, and sinking fund payments, as specified in the Securities, to
which such Holders or the Trustee are entitled; provided, however, that the
foregoing shall not apply to any present or future tax, levy, impost or other
governmental charge which would not have been so imposed, assessed, levied or
collected but for the fact that the Holder of the relevant Security (or a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a
power over, such Holder, if such Holder is an estate, trust, partnership or
corporation) is or has been a domiciliary, national or resident of, or engaging
or having been engaged in a trade or business or maintaining or having
maintained a permanent establishment or being or having been physically present
in, the United Kingdom or any political subdivision or taxing authority thereof
or therein or otherwise having or having had some connection with the United
Kingdom or any political subdivision or taxing authority thereof or therein
other than the holding or ownership of a Security, or the collection of
principal of, and interest, if any, on, or the enforcement of, a Security, (ii)
any present or future tax, levy, impost or other governmental charge which
would not have been so imposed, assessed, levied or collected but for the fact
that, where presentation is required, the relevant Security was presented more
than thirty days after the date on which such payment became due or was
provided for, whichever is later, (iii) any estate, inheritance, gift, sale,
transfer, personal property or similar tax, levy, impost or other governmental
charge, (iv) any present or future tax, levy, impost or other governmental
charge which is payable otherwise than by deduction or


                                      58
<PAGE>


withholding from payments on or in respect of the relevant Security, (v) any
present or future tax, levy, impost or other governmental charge which would
not have been so imposed, assessed, levied or collected but for the failure to
comply with any certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with the United
Kingdom or any political subdivision or taxing authority thereof or therein of
the Holder or beneficial owner of the relevant Security, if compliance is
required by treaty or by statute, regulation or administrative practice of the
United Kingdom or any such political subdivision or taxing authority thereof or
therein as a condition to relief or exemption from such tax, levy, impost or
other governmental charge, (vi) any present or future tax, levy, import or
other governmental charge is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC or any
other European Union Directive implementing the conclusions of the ECOFIN
Council meeting of 26-27 November 2000 on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such
Directive, (vii) any present or future tax, levy, impost or other governmental
charge a Holder would have been able to avoid by presenting the relevant debt
security to another paying agent in a Member State of the European Union or
elsewhere, (viii) any present or future tax, levy, impost or other governmental
change which a Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the
relevant tax authority or by producing, in the form requested by the relevant
tax authority, a declaration, claim, certificate, document or other evidence
establishing exemption therefrom, (ix) any present or future tax, levy, impost
or other governmental charge imposed, assessed, levied or collected in respect
of a payment under or with respect to a Security to any Holder of the relevant
Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary
or settlor with respect to the fiduciary, member of that partnership or
beneficial owner would not have been entitled to the additional amounts or
would not have been subject to such tax, levy, impost or charge, had that
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Security; or (b) any combination of items (i) through (ix) above.

     Section 3.03. Offices for Payments, etc. So long as any of the Securities
of any series remain Outstanding, the Issuer will maintain in the Borough of
Manhattan, The City of New York, the following for the Securities of such
series (unless otherwise provided for in the Securities of such series): an
office or agency (a) where the Securities of such series may be presented for
payment, (b) where the Securities may be presented for registration of transfer
and for exchange as in this Indenture provided and (c) where notices and
demands to or upon the Issuer in respect of the Securities or of this Indenture
may be served. The Issuer will give to the Trustee written notice of the
location of any such office or agency and of any change of location thereof.
Unless otherwise specified in accordance with Section 2.08 the Issuer hereby
initially designates the Corporate Trust Office of JPMorgan Chase Bank, 4 New
York Plaza, New York, New York 10004, as the office to be maintained by it for
each such purpose. In case the Issuer shall fail to so designate or maintain
any such office or agency or shall fail to give such notice of the location or
of any change in the location thereof, presentations and demands may be made
and notices may be served at the Corporate Trust Office.


                                      59
<PAGE>


     The Issuer may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes or where such notices or demands may
be served and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of any obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for Securities of any series for such purposes.
The Issuer will give written notice to the Trustee of any such designation or
rescission and of any such change in the location of any other office or
agency.

     Section 3.04. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 5.09, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     Section 3.05. Payment Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

     (a) that it will comply with the provisions of the Trust Indenture Act of
1939 applicable to it as a paying agent,

     (b) that it will hold all sums received by it as such agent for the
payment of the principal of or interest, if any, on the Securities of such
series (whether such sums have been paid to it by the Issuer or by any other
obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series or of the Trustee,

     (c) that it will give the Trustee notice of any failure by the Issuer (or
by any other obligor on the Securities of such series) to make any payment of
the principal of or interest on the Securities of such series when the same
shall be due and payable, and


                                      60
<PAGE>


     (d) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause (c) above.

     The Issuer will, on the Business Day prior to each due date of the
principal of or interest, if any, on the Securities of such series, deposit
with the paying agent a sum sufficient to pay such principal or interest so
becoming due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee in writing of any failure to take such action.

     If the Issuer shall act as paying agent with respect to the Securities of
any series, it will, on or before each due date of the principal of or
interest, if any, on the Securities of such series, set aside, segregate and
hold in trust for the benefit of the Holders of the Securities of such series a
sum sufficient to pay such principal or interest so becoming due. The Issuer
will promptly notify the Trustee in writing of any failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Issuer may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any
such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Section 9.04 and 9.05.

     Section 3.06. Compliance Certificates from the Issuer. The Issuer will
furnish to the Trustee on or before March 31 in each year (beginning with March
31, 2005), if Securities are then Outstanding, a brief certificate (which need
not comply with Section 10.05) from the principal executive, financial or
accounting officer of the Issuer as to his or her knowledge of the Issuer's
compliance with all conditions and covenants under the Indenture (such
compliance to be determined without regard to any period of grace or
requirement of notice provided under the Indenture).

     Section 3.07. Securityholders Lists. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, the Issuer will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.08 for
non-interest bearing securities


                                      61
<PAGE>


in each year, and (b) at such other times as the Trustee may request in
writing, within thirty days after receipt by the Issuer of any such request as
of a date not more than 15 days prior to the time such information is
furnished.

     Section 3.08. Preservation of Information; Communication to Holders. The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 3.07 and the names and addresses of Holders
received by the Trustee. The Trustee may destroy any list furnished to it as
provided in Section 3.07 upon receipt of a new list so furnished.

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

     Every Holder, by receiving and holding Securities, agrees with the Issuer
and the Trustee that neither the Issuer nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture Act.

     Section 3.09. Limitation on Liens. Nothing contained in this Indenture or
in the Securities shall in any way restrict or prevent the Issuer or any
Subsidiary of the Issuer from incurring, assuming or guaranteeing any
indebtedness; provided that the Issuer will not itself, and will not permit any
of its Restricted Subsidiaries to, incur, assume or guarantee indebtedness for
money borrowed (hereinafter in this Article Three referred to as "Debt"),
secured by a mortgage, pledge, security interest or lien (mortgages, pledges,
security interests and liens being hereinafter in this Article Three referred
to as a "mortgage" or "mortgages") upon any Principal Property or upon any
shares of stock of or indebtedness of any Restricted Subsidiary, without
effectively providing that the Securities (together with, if the Issuer shall
so determine, any other Debt of the Issuer or such Restricted Subsidiary then
existing or thereafter created ranking equally with the Securities) shall be
secured equally and ratably with (or prior to) such Debt, so long as such Debt
shall be so secured, except that this Section 3.09(a) shall not apply to Debt
secured by:

          (i) mortgages on property, shares of stock or indebtedness of any
     corporation existing at the time such corporation becomes a Restricted
     Subsidiary of the Issuer;

          (ii) mortgages on property or shares of stock existing at the time of
     acquisition thereof or to secure the payment of all or any part of the
     purchase price thereof or to secure any Debt incurred prior to, at the
     time of, or within twelve months after, in the case of shares of stock,
     the


                                      62
<PAGE>


     acquisition of such shares and, in the case of property, the later of the
     acquisition, the completion of construction (including any improvements on
     an existing property) or the commencement of commercial operation of such
     property, which Debt is incurred for the purpose of financing all or any
     part of the purchase price thereof;

          (iii) mortgages which secure Debt owing to the Issuer or to any of
     its Restricted Subsidiaries by any of the Issuer's Restricted Subsidiaries
     or the Issuer;

          (iv) mortgages existing at the date of this Indenture;

          (v) mortgages on any Principal Property to secure Debt incurred to
     finance all or part of the cost of the improvement, construction,
     alteration or repair of any building, equipment or facilities or of any
     other improvements on, all or any part of such Principal Property, if such
     Debt is incurred prior to, during, or within twelve months after
     completion of, such improvement, construction, alteration or repair;

          (vi) mortgages on property owned or held by any corporation or on
     shares of stock or indebtedness of any corporation, in either case
     existing at the time such corporation is merged into or consolidated or
     amalgamated with either the Issuer or a Restricted Subsidiary or at the
     time of a sale, lease or other disposition of the properties of a
     corporation as an entirety or substantially as an entirety to the Issuer
     or a Restricted Subsidiary;

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

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

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

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


                                      63
<PAGE>


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

          (xii) mortgages securing taxes or assessments or other applicable
     governmental charges or levies;

          (xiii) any extension, renewal or replacement (or successive
     extensions, renewals or replacements), in whole or in part, of any
     mortgage permitted under the foregoing clauses (i) to (xii), inclusive, or
     of any Debt secured thereby; provided that the principal amount of Debt
     secured thereby shall not exceed the principal amount of Debt so secured
     at the time of such extension, renewal or replacement, and that such
     extension, renewal or replacement mortgage shall be limited to all or any
     part of the same property or shares of stock that secured the mortgage
     extended, renewed or replaced (plus improvements on such property), or
     property received or shares of stock issued in substitution or exchange
     therefor; and

          (xiv) mortgages in favor of the Issuer or any Subsidiary of the
     Issuer.

     The following types of transactions shall not be deemed to create Debt
secured by a mortgage within the meaning of those terms as defined above:

          (i) mortgages of property of the Issuer or any of its Restricted
     Subsidiaries in favor of the United States or any State thereof, or the
     United Kingdom of Great Britain and Northern Ireland, or any other
     country, or any political subdivision of any of the foregoing, or any
     department, agency or instrumentality of any of the foregoing, to secure
     partial, progress, advance or other payments pursuant to the provisions of
     any contract or statute including, without limitation, mortgages to secure
     Debt of the pollution control or industrial revenue bond type, or to
     secure any indebtedness incurred for the purpose of financing all or any
     part of the purchase price or cost of construction of the property subject
     to such mortgages.

     (b) Notwithstanding the provisions of clause (a) of this Section 3.09, the
Issuer or any of its Restricted Subsidiaries may incur, assume or guarantee
Debt secured by a mortgage or mortgages which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
such Debt of the Issuer and its Restricted Subsidiaries and their Attributable
Debt in respect of Sale and Lease-Back Transactions existing at such time
(other than


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<PAGE>


Attributable Debt in respect of Sale and Lease-Back Transactions permitted
because the Issuer or any Restricted Subsidiary would be entitled to incur,
assume or guarantee such Debt secured by a mortgage on the property to be
leased without equally and ratably securing the Securities pursuant to clause
(a) of this Section 3.09 and other than Sale and Lease-Back Transactions, the
proceeds of which have been applied in accordance with clause (2) of Section
3.09) does not at the time exceed 15% of Consolidated Net Tangible Assets.

     (c) The Trustee, subject to Sections 5.01 and 5.02 shall receive an
Opinion of Counsel as conclusive evidence that any transaction complies with
the provisions of this Section 3.08. The foregoing is not intended to limit the
generality of Section 5.02(c).

     Section 3.10. Limitation on Sale and Lease-back. (a) The Issuer will not
itself, and it will not permit any of its Restricted Subsidiaries to, enter
into any arrangement with any Person providing for the leasing by the Issuer or
such Restricted Subsidiary of any Principal Property (except a lease for a
temporary period not to exceed three years and except for leases between the
Issuer and a Restricted Subsidiary or between Restricted Subsidiaries) which
has been or is to be sold or transferred by the Issuer or such Restricted
Subsidiary to such Person (herein referred to as a "Sale and Lease-Back
Transaction") unless, after giving effect thereto, the aggregate amount of all
Attributable Debt with respect to all such Sale and Lease-Back Transactions
plus all Debt of the Issuer or any of its Restricted Subsidiaries incurred,
assumed or guaranteed and secured by a mortgage or mortgages (with the
exception of Debt secured by a mortgage or mortgages on property that the
Issuer or a Restricted Subsidiary would be entitled to incur, assume or
guarantee without equally and ratably securing the Securities pursuant to
clause Section 3.09(a) of Section 3.09 does not exceed 15% of Consolidated Net
Tangible Assets. This Section 3.10 shall not apply to any Sale and Lease-Back
Transaction if:

          (i) the Issuer or such Restricted Subsidiary would be entitled to
     incur, assume or guarantee Debt secured by a mortgage or mortgages on the
     Principal Property to be leased without equally and ratably securing the
     Securities pursuant to clause Section 3.09(a) of Section 3.09 or

          (ii) the Issuer within the twelve months preceding the sale or
     transfer or the twelve months following the sale or transfer, regardless
     of whether such sale or transfer may have been made by the Issuer or by
     any of its Restricted Subsidiaries, applies, in the case of the sale or
     transfer for cash, an amount equal to the net proceeds thereof and, in the
     case of a sale or transfer otherwise than for cash, an amount equal to the
     fair value of the Principal Property so leased at the time of entering
     into such arrangement (as determined by the Board of Directors of the
     Issuer), (1) to the retirement (other than any retirement of Debt owed to
     the Issuer or any of


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<PAGE>


     its Restricted Subsidiaries or any retirement of Debt subordinated to the
     Securities) of indebtedness for money borrowed, incurred or assumed by the
     Issuer or any Restricted Subsidiary which by its terms matures at, or is
     extendible or renewable at the option of the obligor to, a date more than
     twelve months after the date of incurring, assuming or guaranteeing such
     Debt or (2) to investment in any Principal Property or Principal
     Properties.

     (b) The Trustee, subject to Sections 5.01 and 5.02, shall receive an
Opinion of Counsel as conclusive evidence that any transaction complies with
the provisions of this Section 3.09. The foregoing is not intended to limit the
generality of Section 5.02(c).

     Section 3.11. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

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

     Section 3.12. Reports by the Trustee. The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than 15 July in each calendar year
following the date hereof, so long as any Securities are Outstanding hereunder,
and shall be dated as of a date convenient to the Trustee no more than 60 nor
less than 45 days thereto.

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


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                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 4.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     (a) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

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

     (c) default in the payment of any sinking fund installment as and when the
same shall become due and payable by the terms of the Securities of such series
or beyond any period of grace provided with respect thereto; or

     (d) default in the performance or breach of any covenant or warranty of
the Issuer in respect of the Securities of such series (other than a covenant
or warranty in respect of the Securities of such series a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Issuer by the
Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

     (e) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Issuer or for any substantial part of
the property of the Issuer or (other than under or in connection with a scheme
of amalgamation or reconstruction not involving bankruptcy or insolvency)
ordering the winding up or liquidation of the Issuer's affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or


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<PAGE>


     (f) the Issuer shall institute proceedings to be adjudicated a bankrupt or
insolvent, or the Issuer shall consent to the institution of bankruptcy or
insolvency proceedings against itself or (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or
insolvency) the passing of a resolution that the Issuer be wound up or the
filing of a petition or answer or consent seeking reorganization or relief
under any applicable bankruptcy, insolvency or similar law of the United States
of America or the United Kingdom, or the consent by the Issuer to the filing of
such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Issuer's property, or make any general assignment for the benefit
of creditors; or

     (g) any other Event of Default provided in the supplemental indenture or
resolution of the Board of Directors of the Issuer under which such series of
Securities is issued or in the form of Security for such series.

     If an Event of Default described in clauses (a), (b), (c) or (d) (if the
Event of Default under clause (d) is with respect to less than all series of
Securities then Outstanding) or (g) above occurs and is continuing with respect
to a series of Securities, then, and in each and every such case, unless the
principal of all of the Securities of such series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) of all Securities of such series and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of
Default described in clause (d) (if the Event of Default under clause (d), is
with respect to all series of Securities then Outstanding), (e) or (f) occurs
and is continuing, then and in each and every such case, unless the principal
of all the Securities shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
all the Securities then Outstanding hereunder (treated as one class), by notice
in writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities then Outstanding and interest accrued thereon,
if any, to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof)


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<PAGE>


of the Securities of any series (or of all the Securities, as the case may be)
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 Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) specified in the Securities of
such series (or at the respective rates of interest or Yields to Maturity of
all the Securities, as the case may be) to the date of such payment or deposit)
and such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which
shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein, then and in every such case the Holders
of a majority in aggregate principal amount of all the Securities of such
series, each series voting as a separate class (or of all the Securities, as
the case may be, voting as a single class), then Outstanding, by written notice
to the Issuer and to the Trustee, may waive all defaults with respect to such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

     Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall


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<PAGE>


have become due and payable, and such default shall have continued for a period
of 30 days or (b) in case default shall be made in the payment of all or any
part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise, then upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of
the Holders of the Securities of such series the whole amount that then shall
have become due and payable on all Securities of such series for principal or
interest, as the case may be (with interest to the date of such payment upon
the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee
and each predecessor Trustee, their respective agents, attorneys and counsel,
and any expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered Holders,
whether or not the principal of and interest on the Securities of such series
shall be overdue.

     In case the Issuer 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 Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under any applicable 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 Issuer or such other obligor on the
property of the Issuer or such other obligor, or in case of any other
comparable judicial proceedings relative to the Issuer or other obligor upon
the Securities of any series, or to the creditors or property of the Issuer 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 shall be entitled and empowered, by
intervention in such proceedings or otherwise:


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<PAGE>


     (a) to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Securities of any
series, 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 and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities of any series, or to the creditors or
property of the Issuer, or such other obligor,

     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the Holders of the Securities of any series 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

     (c) 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 trustee, receiver, or liquidator, custodian 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 to the Trustee such amounts
as shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or bad faith and
all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 5.06.

     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 of any series 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.

     All rights of action and of asserting 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


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<PAGE>


judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities in respect of which such action was taken.

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

     Section 4.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order 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 monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

     FIRST: To the payment of costs and expenses applicable to such series in
respect of which monies have been collected, including reasonable compensation
to the Trustee and each predecessor Trustee and their respective agents and
attorneys and of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith and all other amounts due to the Trustee or any predecessor Trustee
pursuant to Section 5.06.

     SECOND: In case the principal of the Securities of such series in respect
of which moneys have been collected shall not have become and be then due and
payable, to the payment of interest on the Securities of such series 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 or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made ratably to
the persons entitled thereto, without discrimination or preference;

     THIRD: In case the principal of the Securities of such series in respect
of which moneys have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such series for principal and interest, with interest upon 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 or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in


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<PAGE>


the Securities of such series; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Securities of such
series, then to the payment of such principal and interest or yield to
maturity, without preference or priority of principal over interest or yield to
maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

     FOURTH: To the payment of the remainder, if any, to the Issuer or any
other person lawfully entitled thereto.

     Section 4.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, 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 to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     Section 4.05. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee or such
Holder, then and in every such case the Issuer, the Trustee and such Holder
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Issuer, the Trustee and the
Securityholders shall continue as though no such proceedings had been taken.

     Section 4.06. Limitations on Suits by Securityholders. No Holder of any
Security of any series 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 trustee, receiver, 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 default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding shall have made written request upon the Trustee to
institute such


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<PAGE>


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 proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 4.09; 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 of
any series 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 such 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 of the applicable series. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Section 4.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest, if any, on such Security on or after the
respective due dates expressed in such Security, 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 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 4.06 no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.06 every power and remedy given by this Indenture 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 4.09. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) 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


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<PAGE>


with respect to the Securities of such series 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 5.01) 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 forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 5.01) the Trustee shall
have no duty to ascertain whether or not such actions or forebearances 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.

     Section 4.10. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any series as provided in
Section 4.01, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all the Securities of such series waive any past default or Event of Default
described in clause (g) of Section 4.01, or, in the case of an event specified
in clause (d) of Section 4.01 (if the Event of Default under clause (d) relates
to less than all series of Securities then Outstanding), the Holders of a
majority in aggregate principal amount of the Securities of each series then
Outstanding affected thereby (each series voting as a separate class) may waive
any such default or Event of Default, or, in the case of an event specified in
clause (d) (if the Event of Default under clause (d) relates to all series of
Securities then Outstanding), (e) or (f) of Section 4.01 the Holders of
Securities of a majority in principal amount of all the Securities then
Outstanding (voting as one class) may waive any such default or Event of
Default, and its consequences except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively, and such default
shall cease to exist and be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured,
and not to have occurred for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.


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<PAGE>


     Section 4.11. Trustee to Give Notice of Default, but May Withhold in
Certain Circumstances. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry
books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within 90 days after
the occurrence thereof, unless such defaults shall have been cured before the
giving of such notice (the term "default" or "defaults" for the purposes of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee
of directors or trustees and/or responsible officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     Section 4.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his 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,
suffered 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 due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clauses (d) of Section 4.01 (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in
the case of any suit relating to or arising under clauses (d) (if the suit
relates to all the Securities then Outstanding), (e) or (f) of Section 4.01 10%
in aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest, if any, on any Security on or after the due date
expressed in such Security.


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<PAGE>


                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

     Section 5.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it
by this Indenture with respect to such series, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct, except that

     (a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth in this Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     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 same to determine whether or not they conform to the
     requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless
it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and


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<PAGE>


     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 4.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     The provisions of this Section 5.01 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of 1939.

     Section 5.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 5.01:

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

     (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors of the Issuer may be evidenced to the
Trustee by a Board Resolution;

     (c) the Trustee may consult with counsel and the written advice or Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;


                                      78
<PAGE>


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

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor trustee, shall be repaid by the
Issuer upon demand; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

     (h) the Trustee shall not be charged with knowledge of any default or
Event of Default with respect to the Securities, unless either (1) a
Responsible Officer shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall have
been given to the Trustee by the Issuer or by any Holder of the Securities; and

     (i) the permissive rights of the Trustee enumerated herein shall not be
construed as duties.

     Section 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.


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<PAGE>


     Section 5.04. Trustee and Agents May Hold Securities; Collections, Etc.
The Trustee or any agent of the Issuer, or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

     Section 5.05. Moneys Held by Trustee. Subject to the provisions of
Sections 9.04 and 10.04 hereof, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Issuer or the Trustee shall be under
any liability for interest on any moneys received by it hereunder. If and when
the Trustee shall be or become a creditor of the Issuer (or any other obligor
on the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Issuer (or any
such other obligor).

     Section 5.06. Compensation and Indemnification of Trustee and its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust) and the Issuer covenant and agree to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all agents and other persons not regularly in its employ) except to the
extent any such expense, disbursement or advance may arise from its negligence
or bad faith. The Issuer also covenant to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any loss, liability
or expense arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of
its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises, except to the
extent such loss liability or expense is due to the negligence or bad faith of
the Trustee or such predecessor Trustee. The obligations of the Issuer under
this Section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities, and the Securities are hereby
subordinated to such senior claim.


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<PAGE>


     When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 4.01(e) or 4.01(f), such
expenses and the compensation for such services are intended to constitute
expenses of administration under the United States Bankruptcy Code (Title 11 of
the United States Code) or any similar law for the relief of debtors.

     Section 5.07. Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

     Section 5.08. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State thereof or the District of Columbia having a combined capital and
surplus of at least $50,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of a Federal, State or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 5.09.

     Section 5.09. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written


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<PAGE>


notice of resignation to the Issuer and by mailing notice thereof by first
class mail to Holders of the applicable series of Securities at their last
addresses as they shall appear on the Security register. Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors of the Issuer, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 4.11, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer or by any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of such series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall
     fail to resign after written request therefor by the Issuer or by any
     Securityholder;

          (iii) the Trustee shall become incapable of acting with respect to
     any series of Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation; or

          (iv) the Trustee shall fail to perform its obligations to the Issuer
     under the Indenture in any material respect;

then, in any such case, the Issuer may remove the Trustee with respect to any
or all series of Securities and appoint a successor trustee for such series by
written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, other than in the case of
paragraph (b)(iv) above and subject to Section 315(e) of the Trust Indenture
Act of 1939, any Securityholder who has been a bona fide Holder of a Security
or Securities of the applicable series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.


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<PAGE>


     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.01 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 5.09(b) shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 5.10.

     Section 5.10. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 5.09 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
any amounts due to it pursuant to Section 5.06, the trustee ceasing to act
shall, subject to Section 9.04 pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 5.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor trustee with respect to
the Securities of any series as to which the predecessor trustee is not
retiring shall continue to be vested in the predecessor trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees


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<PAGE>


of the same trust and that each such trustee shall be trustee of a trust or
trusts under separate indentures.

     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 5.10 unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of
Section 5.08.

     Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities of any series for which such successor trustee is
acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous
with the resignation, then the notice called for by the preceding sentence may
be combined with the notice called for by Section 5.09. If the Issuer fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Issuer.

     Section 5.11. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such corporation
shall be eligible under the provisions of Section 5.08 without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.


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<PAGE>


                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

     Section 6.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series of the Securities
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in person
or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any instrument
or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor
of the Trustee and the Issuer, if made in the manner provided in this Article.

     Section 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of
any instrument by a Securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof. The Issuer may, but shall not be
obligated to, set a record date for purposes of determining the identity of
Securityholders of any series entitled to vote or consent to any action
referred to in Section 6.01, which record date may be set at any time or from
time to time by notice to the Trustee. If a record date is fixed, then
notwithstanding Section 6.01 and Section 6.05, those persons who were
Securityholders at such record date (or their duly designated proxies), and
only those persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such
persons continue to be Securityholders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.

     Section 6.03. Holders to Be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such person, or upon his order,
shall be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such Security.


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<PAGE>


     Section 6.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any request,
demand, authorization, direction, notice, consent, waiver or other action by
Securityholders under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being
made shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such action only Securities which
a Responsible Officer the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such advice.
Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly
Officers' Certificates listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee
shall be entitled to accept such Officers' Certificates as conclusive evidence
of the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

     Section 6.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, of
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number or other distinguishing symbol of which is shown by
the evidence to be included among the serial numbers or other distinguishing
symbols of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all


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<PAGE>


series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

     Section 7.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force on the date of the execution thereof)
for one or more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

     (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer, as the case may be,
pursuant to Article Eight;

     (c) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 5.10;

     (d) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions (and if such further covenants,
restrictions, conditions or provisions are to be for the benefit of less than
all series of Securities, stating that such covenants, restrictions, conditions
or provisions are expressly being included solely for the benefit of such
series) as the Board of Directors of the Issuer and the Trustee shall consider
to be for the protection of the Holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an
Event of


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Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

     (e) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Board
of Directors may deem necessary or desirable and which shall not adversely
affect the interests of the Holders of the Securities in any material respect;

     (f) to establish the form or terms of Securities of any series as
permitted by Section 2.01 and Section 2.08;

     (g) to add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form, provided that any such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect; and

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

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 7.02.

     Section 7.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article Six) of the Holders of not
less than majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (each
affected


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<PAGE>


series voting as a separate class), the Issuer when authorized by a resolution
of its Board of Directors, and the Trustee may, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture of 1939 as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Holders of the Securities of each such series; provided, that no such
supplemental indenture shall (a) extend the final maturity of any Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest, if any, thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.01 or the amount thereof provable in
bankruptcy pursuant to Section 4.02, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected or (c) change in any manner adverse to
the Holders of the Securities the terms and conditions of the obligations of
the Issuer in respect of the due and punctual payment of the principal thereof
and interest thereon or any sinking fund payments provided in respect thereof,
without the consent of the Holder of each Security so affected.

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

     Upon the request of the Issuer accompanied by a copy of a resolution of
the Board of Directors certified by the secretary or an assistant secretary of
the Issuer authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 6.01 the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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


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<PAGE>


     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof by first class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
Security register setting forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer, 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 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     Section 7.04. Documents to be Given to Trustee. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, shall receive Officers' Certificates
and Opinions of Counsel, as appropriate, as conclusive evidence that any
supplemental indenture executed pursuant to this Article Seven are authorized
and permitted by this Indenture and complies with the applicable provisions of
this Indenture.

     Section 7.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Boards of Directors of the
Issuer, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

     Section 7.06. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act.


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                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 8.01. Issuer May Consolidate, etc., on Certain Terms. Nothing
contained in this Indenture or in any of the Securities shall prevent any
amalgamation, reconstruction, consolidation or merger of the Issuer with or
into any other corporation or corporations (whether or not affiliated with the
Issuer), or successive amalgamations, reconstructions, consolidations or
mergers in which the Issuer or its successor or successors shall be a party or
parties, or shall prevent any sale or conveyance of the property of the Issuer
as an entirety or substantially as an entirety, to any other corporation
(whether or not affiliated with the Issuer) authorized to acquire and operate
the same; provided, however, that the corporation formed by such amalgamation,
restructuring or consolidation, or into which the Issuer shall merge, or which
shall acquire such property is organized and validly existing under the laws of
the United States, the United Kingdom or another jurisdiction that is a member
country of the Organization for Economic Cooperation and Development (or any
successor thereto) and provided further and the Issuer hereby covenants and
agrees that, upon any such amalgamation, reconstruction, consolidation, merger,
sale or conveyance, (i) the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed by the Issuer
(including, if applicable, submission to jurisdiction), 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 amalgamation,
reconstruction or consolidation, or into which the Issuer shall have been
merged, or by the corporation which shall have acquired such property, and (ii)
if the corporation formed by such amalgamation, reconstruction or
consolidation, or into which the Issuer shall have been merged, or which shall
have acquired such property, is incorporated under the laws of any jurisdiction
other than the United Kingdom or any State of the United States, such
corporation shall, in such supplemental indenture, agree that any amounts to be
paid by the Issuer under the Securities shall be paid without deduction or
withholding for any and all present and future taxes, levies, imposts or other
governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of such jurisdiction or any political subdivision or taxing
authority thereof or therein or if deduction or withholding of any such taxes,
levies, imposts or other governmental charges shall at any time be required by
such jurisdiction or any such subdivision or authority, such corporation will
(subject to compliance by the Holders of such Securities with any relevant
administrative requirements) pay such additional amounts in respect of
principal, interest, if any, and sinking fund payments as may be necessary in
order that the net amounts paid to the Holders of the Securities or the Trustee
under this Indenture, as the case may be, pursuant to the Securities, after
such deduction or withholding, shall equal the respective amounts of principal,
interest, if any, and sinking fund payments, as specified in the Securities, to
which such Holders or the Trustee are entitled;


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<PAGE>


provided, however, that the foregoing shall not apply to (i) any present or
future tax, levy, impost or other governmental charge which would not have been
so imposed, assessed, levied or collected but for the fact that the Holder of
the relevant Security (or a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) is or has been a domiciliary,
national or resident of, or engaging or having been engaged in a trade or
business or maintaining or having maintained a permanent establishment or being
or having been physically present in, such jurisdiction or such political
subdivision or otherwise having or having had some connection with such
jurisdiction or such political subdivision other than the holding or ownership
of a Security, or the collection of principal of, and interest, if any, on, or
the enforcement of, a Security, (ii) any present or future tax, levy, impost or
other governmental charge which would not have been so imposed, assessed,
levied or collected but for the fact that, where presentation is required, the
relevant Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later, (iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax,
levy, impost or other governmental charge, (iv) any present or future tax,
levy, impost or other governmental charge which is payable otherwise than by
deduction or withholding from payments on or in respect of the relevant
Security, (v) any present or future tax, levy, impost or other governmental
charge which would not have been so imposed, assessed, levied or collected but
for the failure to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or
connection with such jurisdiction or any political subdivision thereof of the
Holder or beneficial owner of the relevant Security, if compliance is required
by treaty or by statute, regulation or administrative practice of such
jurisdiction or such political subdivision as a condition to relief or
exemption from such tax, levy, impost or other governmental charge, (vi) any
present or future tax, levy, import or other governmental charge is imposed on
a payment to an individual and is required to be made pursuant to European
Council Directive 2003/48/EC or any other European Union Directive implementing
the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the
taxation of savings or any law implementing or complying with, or introduced in
order to conform to, such Directive, (vii) any present or future tax, levy,
impost or other governmental charge which a Holder would have been able to
avoid by presenting the relevant debt security to another paying agent in a
Member State of the European Union or elsewhere, (viii) any present or future
tax, levy, impost or other governmental change which a Holder would have been
able to avoid by authorizing the paying agent to report information in
accordance with the procedure laid down by the relevant tax authority or by
producing, in the form requested by the relevant tax authority, a declaration,
claim, certificate, document or other evidence establishing exemption
therefrom, (ix) any present or future tax, levy, impost or other governmental
charge imposed, assessed, levied or collected in respect of a


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<PAGE>


payment under or with respect to a Security to any Holder of the relevant
Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary
or settlor with respect to the fiduciary, member of that partnership or
beneficial owner would not have been entitled to the additional amounts or
would not have been subject to such tax, levy, impost or charge, had that
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Security ; or (x) any combination of clauses Section 3.02(i) through Section
3.02(ix) above.

     Section 8.02. Securities to be Secured in Certain Events. If, upon any
such amalgamation, reconstruction, consolidation or merger of the Issuer with
or into any other corporation, or upon any sale or conveyance of the property
of the Issuer as an entirety or substantially as an entirety to any other
corporation, any Principal Property of the Issuer or of any of its Restricted
Subsidiaries or any shares of stock or indebtedness of any such Restricted
Subsidiary would thereupon become subject to any mortgage, pledge or lien which
would be prohibited by Section 3.08, the Issuer, prior to such amalgamation,
reconstruction, consolidation, merger, sale or conveyance, will secure the
Securities, equally and ratably with any other obligations of the Issuer then
entitled thereto, by a direct lien on all such property equally and ratably
with all such mortgages, pledges or liens.

     Section 8.03. Successor Corporation to be Substituted for Issuer. In case
of any such amalgamation, reconstruction, consolidation, merger, sale or
conveyance (other than by way of a temporary lease in the ordinary course of
business) and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein and the Issuer shall be relieved
of all obligations and covenants under this Indenture and the Securities. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Issuer, all of the Securities issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Trustee. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore and 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.

     In case of any such amalgamation, reconstruction, consolidation, merger,
sale or conveyance such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

     Section 8.04. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and


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any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 9.01. Satisfaction and Discharge of Indenture. If at any time (a)
the Issuer shall have paid or caused to be paid the principal of and interest,
if any, on all the Securities of any series Outstanding hereunder as and when
the same shall have become due and payable, or (b) the Issuer shall have
delivered to the Trustee for cancellation all Outstanding Securities of any
series theretofore authenticated or (c)(i) all the Securities of such series
not theretofore delivered to the Trustee 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 Issuer
shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds the entire amount in cash (other than moneys repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 9.05) or
Government Obligations, maturing as to principal and interest in such amounts
and at such times as will insure the availability of cash, sufficient to pay at
maturity or upon redemption all Outstanding Securities of such series not
theretofore delivered to the Trustee for cancellation, including principal and
interest, if any, due or to become due on or prior to such date of maturity as
the case may be, and if, in any such case, the Issuer shall also pay or cause
to be paid all other sums payable hereunder by the Issuer with respect to
Securities of such series, then this Indenture shall cease to be of further
effect with respect to Securities of such series (except as to (i) rights of
registration of transfer and exchange of Securities of such series, and the
Issuer's right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to
receive payments of principal thereof and interest, if any, thereon, upon the
original stated due dates therefor (but not upon acceleration), and remaining
rights of the Holders to receive mandatory sinking fund payments, if any, from
funds deposited with the Trustee (iv) the rights, obligations and immunities of
the Trustee hereunder and (v) the rights of the Securityholders of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and the Trustee, on demand of the Issuer
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such
series; provided, that the rights of Holders of the Securities to receive
amounts in respect of principal of and interest, if any, on the Securities held
by them shall not be delayed longer than required by then-applicable mandatory
rules or policies of any securities exchange upon


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which the Securities are listed. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.

     Section 9.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Sections 9.04 and 9.05, all moneys deposited with the
Trustee pursuant to Section 9.01 shall be held in trust and applied by it to
the payment, either directly or through any paying agent (including the Issuer
acting as paying agent), to the Holders of the particular Securities of such
series 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, if any; but such money need not be segregated from other funds except
to the extent required by law.

     Section 9.03. Defeasance upon Deposit of Moneys or Government Obligations.
At the Issuer's option, either (a) the Issuer shall be deemed to have been
Discharged (as defined below) from its obligations with respect to any series
of Securities on the 91st day after the applicable conditions set forth below
have been satisfied or (b) the Issuer shall cease to be under any obligation to
comply with any term, provision or condition set forth in Sections 3.08, 3.09,
3.10, and, insofar as such Sections require compliance with Sections 3.08, 3.09
or 3.10, Sections 8.01, 8.02 and 8.03 and non-compliance with such Sections
shall not give rise to any Event of Default under Section 4.01(d), with respect
to any series of Securities at any time after the applicable conditions set
forth below have been satisfied:

          (i) the Issuer shall have deposited or caused to be deposited
     irrevocably with the Trustee or its agent as trust funds in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities of such series money in an amount, or
     Government Obligations of the government in the currency of which the
     Securities of such series are denominated which through the payment of
     interest thereon and principal thereof in accordance with their terms will
     provide, not later than the due date of any payment, money in an amount,
     or a combination of (A) and (B), sufficient, in the opinion (with respect
     to (B) and (C)) 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 (including
     mandatory sinking fund payments) of, and interest on, the outstanding
     Securities of such series on the dates such installments of interest or
     principal are due or to and including the redemption date irrevocably
     designated by the Issuer pursuant to subparagraph (v) hereof;


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<PAGE>


          (ii) no Event of Default or event which with notice or lapse of time
     would become an Event of Default under Section 4.01(e) or (f) with respect
     to the Securities of such series shall have occurred and be continuing on
     the date of such deposit;

          (iii) in the case of the Securities of such series being discharged
     pursuant to clause (a) only, the Issuer shall have delivered to the
     Trustee either (i) an Opinion of Counsel to the effect that Holders of the
     Securities of such series will not recognize income, gain or loss for
     Federal income tax purposes as a result of the exercise of the option
     under clause (a) above 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, or (ii) a ruling to
     that effect received from or published by the United States Internal
     Revenue Service;

          (iv) if the Issuer has deposited or caused to be deposited money or
     Government Obligations to pay or discharge the principal of and interest
     on the Outstanding Securities of a series to and including a redemption
     date pursuant to subparagraph (i) hereof, such redemption date shall be
     irrevocably designated by a Board Resolution delivered to the Trustee on
     or prior to the date of deposit of such money or Government Obligations,
     and such Board Resolution shall be accompanied by an irrevocable Company
     Order that the Trustee give notice of such redemption in the name and at
     the expense of the Issuer not less than 30 nor more than 60 days
     prior to such redemption date in accordance with Section 11.02; and

          (v) the Issuer shall have delivered to the Trustee and Officers'
     Certificate and an Opinion of Counsel each stating that all conditions
     precedent provided for relating to the defeasance, have been complied
     with.

"Discharged" means that the Issuer shall be deemed to have paid and discharged
the entire indebtedness represented by, and obligations under, the Securities
of such series and to have satisfied all the obligations under this Indenture
relating to the Securities of such series (and the Trustee, at the expense of
the Issuer, shall execute proper instruments acknowledging the same), except
(A) the rights of Holders of Securities of such series 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 Issuer's
obligations, as the case may be, with respect to such Securities under Sections
2.13, 2.14, 3.03 and 3.05; and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

     Section 9.04. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of


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<PAGE>


any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to the Issuer or paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.

     Section 9.05. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest, if any, on any Security
of any series and not applied but remaining unclaimed for two years after the
date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee for such series or such paying
agent, and the Holder of the Security of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer 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.

     Section 9.06. Reinstatement. If the Trustee is unable to apply any money
or Government Obligations in accordance with Section 9.03 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
9.03, until such time as the Trustee or Paying Agent is permitted to apply all
such money or Government Obligations in accordance with Section 9.03; provided
that, if the Issuer has made any payment of principle of or interest on the
Securities of any series because of the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or Government Obligations held by the
Trustee or Paying Agent.

                                  ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     Section 10.01. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such, or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor of
the Issuer, either directly or through the Issuer or any successor of the
Issuer, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal


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<PAGE>


or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities. Nothing in this
Section shall be deemed to alter the obligations of the Issuer under the
Securities.

     Section 10.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the Holders of the Securities, any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

     Section 10.03. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its respective successors
and assigns, whether so expressed or not.

     Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
to or on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee)
to AstraZeneca PLC, 15 Stanhope Gate, London W1K 1LN, England in the case of
the Issuer. Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made at the Corporate Trust
Office.

     Where this Indenture provides for notice to Holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at
his last address as it appears in the Security register. In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. For so long as the Securities of any series are represented by Global
Securities, notices with respect to such series shall be delivered to the
Depository.


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<PAGE>


     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     Section 10.05. Officers' Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel such action is authorized or permitted by the Indenture
and that all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Issuer, upon the certificate, statement or opinion of or
representations by an officer or officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.


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     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     Section 10.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

     Section 10.07. Conflict of any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

     Section 10.08. New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

     Section 10.09. 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 and the same instrument.

     Section 10.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     Section 10.11. Submission to Jurisdiction. The Issuer agrees that any
legal suit, action or proceeding arising out of or relating to the Indenture or
the Securities may be instituted in any state or federal court in the State and
County of New York, United States of America, waives to the extent it may
effectively do so, any objection which it may have now or hereafter to the
laying of the venue of any such suit, action or proceeding, and irrevocably
submits to the jurisdiction of


                                      100
<PAGE>


any such court in any such suit, action or proceeding. The Issuer hereby
designates CT Corporation System as the Issuer's authorized agent to accept and
acknowledge on its behalf service of any and all process which may be served in
any such suit, action or proceeding in any such court and agrees that service
of process upon said agent at its office at 1633 Broadway, New York, New York
10019, (or at such other address in the Borough of Manhattan, The City of New
York, as such agent may designate by written notice to the Issuer and the
Trustee), and written notice of said service to the Issuer, mailed or delivered
to it, at 15 Stanhope Gate, London W1K 1LN, England, attention of the
Secretary, (until another address of the Issuer is filed by the Issuer with the
Trustee) shall be deemed in every respect effective service of process upon the
Issuer in any such suit, action or proceeding and shall be taken and held to be
valid personal service upon the Issuer, whether or not the Issuer shall then be
doing, or at any time shall have done, business within the State of New York,
and that any such service of process shall be of the same force and validity as
if service were made upon it according to the laws governing the validity and
requirements of such service in such state, and waives all claim of error by
reason of any such service. Said designation and appointment shall be
irrevocable until the Indenture shall have been satisfied and discharged in
accordance with Article Nine.

                                  ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 11.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.08 for
Securities of such series.

     Section 11.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the


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<PAGE>


date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, or that such redemption is pursuant
to Section 11.06(a) or Section 11.06(b) of the Indenture, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and
that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. In case any Security of a series is to be
redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series, in principal amount equal to the unredeemed portion
thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.05) an amount of money sufficient to redeem on the redemption date
all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed.

     If fewer than all the Securities of a series are to be redeemed, the
Trustee shall select the Securities of such series to be redeemed in whole or
in part by lot or by any other method the Trustee considers fair and
appropriate, subject to any stock exchange requirements. Securities may be
redeemed in part in principal amounts equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

     Section 11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as provided above, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and


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<PAGE>


at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued, if any, to
said date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue and, except as provided in Sections 5.05 and
9.05, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semiannual payment of interest becoming due on the date fixed
for redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of Section
2.09 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
the Security.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of
the Holder thereof, at the expense of the Issuer, a new Security or Securities
of such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 11.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which
notice of redemption may be given as being owned of record and beneficially by,
and not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such written statement as directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer.

     Section 11.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an "optional sinking fund


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payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.15, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by
the Trustee at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.05) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest, if any, or Events of Default with respect
to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and,
if so, specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.15 to the Trustee with such
written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its receipt by
the Trustee the Issuer shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such sixtieth day, to deliver such written statement and Securities specified
in this paragraph, if any, shall not constitute a default but shall constitute,
on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that
the Issuer will make no optional sinking fund payment with respect to such
series as provided in this Section.


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<PAGE>


     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Issuer shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in
excess of $50,000 is available. The Trustee shall select, in the manner
provided in Sections 11.02 and 11.04, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by
the Issuer) inform the Issuer of the serial numbers of the Securities of such
series (or portions thereof) so selected. The Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 11.02 (and with the
effect provided in Section 11.03) for the redemption of Securities of such
series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

     At least one Business Day before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default
shall occur, and any moneys thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default, be deemed to have
been collected under Article Four


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<PAGE>


and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 4.10 or the default cured on or
before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.

     Section 11.06. Optional Redemption Due to Changes in Tax Treatment. Unless
otherwise provided in the Securities of any series, if as the result of any
change in or any amendment to the laws or any regulations or rulings thereunder
of the United Kingdom or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in an application or
interpretation of such laws, regulations or rulings, or any change in an
application or interpretation of, or any execution of an amendment to, any
treaty or treaties affecting taxation to which the United Kingdom or any
political subdivision or taxing authority thereof or therein is a party, which
change, amendment, application, interpretation or execution becomes effective
on or after the date specified for such series pursuant to Section 2.08, it is
determined by the Issuer that the Issuer would be required to make additional
payments in respect of principal, interest, if any, or sinking fund payments on
the next succeeding date for the payment thereof or (ii) based upon an opinion
of independent counsel to the Issuer, as a result of any action taken by any
taxing authority of, or any action brought in a court of competent jurisdiction
in, the United Kingdom or any political subdivision thereof (whether or not
such action was taken or brought with respect to the Issuer), which action is
taken or brought on or after the date specified for such series pursuant to
Section 2.08, the circumstances described in clause (i)would exist, and the
payment of such additional amounts in the case of (i) above or the imposition
of such tax in the case of (i) above cannot be avoided by the use of any
reasonable measures available to the Issuer, the Issuer may, at its option,
redeem such series of Securities in whole at any time (except in the case of a
series having a variable rate of interest, which may be redeemed on any
interest payment date) at a redemption price equal to 100 per cent of the
principal amount thereof plus accrued interest to the date fixed for redemption
(except in the case of Outstanding Original Issue Discount Securities which may
be redeemed at the redemption price specified by the terms of each series of
such Securities). Prior to any redemption of such a series of Securities
pursuant to this Section 11.06(a), the Issuer shall provide the Trustee with an
Opinion of Counsel that the conditions precedent to the right of the Issuer to
redeem such Securities pursuant to this Section 11.06(a) have occurred. Such
Opinion of Counsel shall be based on the laws in effect on the date of such
opinion or to become effective on or before the next succeeding date for
payment of principal or interest.

     (b) Unless otherwise provided in the Securities of any series, if (1)
there has been an amalgamation, reconstruction, consolidation, merger or other
transaction concerning the Issuer permitted by Section 8.01 and (2) as the
result of any change in or any amendment to the laws or any regulations or
rulings


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<PAGE>


thereunder of the jurisdiction in which such successor Issuer is incorporated
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in an application or interpretation of such
laws, regulations or rulings, or any change in an application or interpretation
of, or any execution of an amendment to, any treaty or treaties affecting
taxation to which such jurisdiction or any political subdivision or taxing
authority thereof or therein is a party which change, amendment, application,
interpretation or execution becomes effective on or after the date of such
transaction or assumption, it is determined by the successor Issuer that (i)
the successor Issuer would be required to make additional payments in respect
of principal or interest, if any, on the next succeeding date for payment
thereof pursuant to an agreement made by such successor Issuer in a
supplemental indenture in accordance with Section 8.03 or (ii) based upon an
opinion of independent counsel to the successor Issuer, as a result of any
action taken by any taxing authority of, or any action brought in a court of
competent jurisdiction in such jurisdiction or any political subdivision
thereof (whether or not such action was taken or brought with respect to the
successor Issuer), which action is taken or brought on or after the date of
such transaction or assumption, the circumstances described in clause (i) would
exist, and, the payment of such additional amounts in the case of (i) above or
the imposition of such tax in the case of (i) above cannot be avoided by the
use of any reasonable measures available to the successor Issuer, the successor
Issuer may, at its option, redeem such series of Securities in whole at any
time (except in the case of a series having a variable rate of interest, which
may be redeemed on any interest payment date) at a redemption price equal to
100 per cent of the principal amount thereof plus accrued interest to the date
fixed for redemption (except in the case of Outstanding Original Issue Discount
Securities which may be redeemed at the redemption price specified by the terms
of each series of such Securities). Prior to any redemption of such a series of
Securities pursuant to this Section 11.06(b), the successor Issuer shall
provide the Trustee with an Opinion of Counsel that the conditions precedent to
the right of the successor Issuer to redeem such Securities pursuant to this
Section 11.06(b) have occurred. Such Opinion of Counsel shall be based on the
laws in effect on the date of such opinion or to become effective on or before
the next succeeding date for payment of principal or interest.


                                      107


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of April 1, 2004.

                                       ASTRAZENECA PLC


                                       By: /s/ Graeme Musker
                                          -------------------------------------
                                          Name:  Graeme Musker
                                          Title: Group Secretary and Solicitor


                                       JPMORGAN CHASE BANK


                                       By:  /s/ ROSELIN ESPINAL
                                          -------------------------------------
                                          Name:  Roselin Espinal
                                          Title: Trust Officer