EXHIBIT 4-b


                      ____________________________________

                               ABN AMRO BANK N.V.

                                   as Issuer,

                             ABN AMRO HOLDING N.V.

                                 as Guarantor,

                                      and

                              JPMORGAN CHASE BANK,

                                   as Trustee


                      ____________________________________


                          FIRST SUPPLEMENTAL INDENTURE

                            dated as of [___], 2003

                                       to

                                   INDENTURE

                         dated as of November 27, 2000





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         FIRST SUPPLEMENTAL INDENTURE ("First Supplemental Indenture"), dated
as of ____, 2003, among ABN AMRO BANK N.V., a public limited liability company
incorporated under the laws of The Netherlands (the "Issuer"), ABN AMRO Holding
N.V., a public limited liability company incorporated under the laws of The
Netherlands (the "Guarantor") and JPMORGAN CHASE BANK, formerly The Chase
Manhattan Bank, as trustee (the "Trustee").

         Capitalized terms used herein and not otherwise defined herein have
the meanings assigned to those terms in the Indenture (as defined below).

                                   WITNESSETH

         WHEREAS, the Issuer and the Trustee have executed and delivered an
Indenture, dated as of November 27, 2000 (the "Base Indenture" and together
with this First Supplemental Indenture, the "Indenture") to provide for the
issuance of the Issuer's Securities;

         WHEREAS, Section 8.01(d) of the Indenture permits the Issuer and the
Trustee to enter into a supplemental indenture to make any provisions as the
Issuer may deem necessary or desirable, provided that no such action shall
adversely affect the interests of the Holders of the Securities or Coupons,
without the consent of any Holder;

         WHEREAS, the parties hereto desire to make the Guarantor a guarantor
of the Securities;

         WHEREAS, the Guarantor desires to guarantee the Issuer's obligations
under the Securities;

         WHEREAS, the Issuer and the Guarantor have requested that the Trustee
execute and deliver this First Supplemental Indenture and all requirements
necessary to make this First Supplemental Indenture a valid, binding and
enforceable instrument in accordance with its terms, have been done and
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

         NOW, THEREFORE,

         With respect to the Securities issued under the Indenture on or after
the date hereof, the Issuer, Guarantor and the Trustee mutually covenant and
agree as follows:

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                                   ARTICLE 1
                                  DEFINITIONS

         Section 1.01 Relation to Base Indenture. This First Supplemental
Indenture constitutes an integral part of the Base Indenture.

         Section 1.02. Definition of Terms. For all purposes of this First
Supplemental Indenture:

         (a) Capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture;

         (b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;

         (c) the singular includes the plural and vice versa;

         (d) headings are for convenience of reference only and do not affect
interpretation;

         (e) the following terms shall be added in appropriate alphabetical
order to Section 1.01 of the Base Indenture:

                  (1) "Guarantee" means the unconditional guarantee of the
payment by the Guarantor of the principal of, any premium or interest on, and
any additional amounts with respect to the Securities.

                  (2) "Guarantor" means ABN AMRO Holding N.V. until a successor
Person shall have become such pursuant to the applicable provisions of the
Indenture, and thereafter "Guarantor" shall mean such successor Person.

                  (3) "Guarantor's Board of Directors" means the Managing Board
of the Guarantor or any committee of that board duly authorized to act
generally or in any particular respect for the Guarantor hereunder.

                  (4) "Guarantor's Board Resolution" means a copy of one or
more resolutions, certified by the Secretary or an Assistant Secretary of the
Guarantor to have been duly adopted by the Guarantor's Board of Directors and
to be in full force and effect on the date of such certification, delivered to
the Trustee.

                  (5) "Guarantor's Officers' Certificate" means a certificate
signed by any two duly authorized signatories of the Guarantor acting together,
that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.

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                                   ARTICLE 2
                          AMENDMENTS TO BASE INDENTURE

         Section 2.01. Registration, Transfer and Exchange.

         (a) The second to last paragraph of Section 2.08 of the Base Indenture
is hereby amended by adding the phrase "and the Guarantor, respectively"
immediately following the word "Issuer."

         Section 2.02. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities.

         (a) Section 2.09 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any 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, maturity date, interest rate and
original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
or defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen with Coupons corresponding to the Coupons
appertaining to the Securities so mutilated, defaced, destroyed, lost or
stolen, or in exchange or substitution for the Security to which such
mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons
appertaining thereto corresponding to the Coupons so mutilated, defaced,
destroyed, lost or stolen. In every case the applicant for a substitute
Security or Coupon shall furnish to the Issuer, the Guarantor and to the
Trustee and any agent of the Issuer, the Guarantor 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 or Coupon and of the ownership thereof and in the case of mutilation
or defacement shall surrender the Security and related Coupons to the Trustee
or such agent.

         Upon the issuance of any substitute Security or Coupon, the Issuer 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 or its agent) connected
therewith. In case any Security or Coupon 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 or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer, the Guarantor and to the Trustee and any agent of the Issuer, the
Guarantor or the Trustee such security or indemnity as any

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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, the
Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.

         Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer and the Guarantor, whether or not the destroyed, lost
or stolen Security or Coupon 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 or Coupons of such series duly authenticated
and delivered hereunder. All Securities and Coupons 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 Coupons 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 2.03. Cancellation of Securities; Disposition Thereof.

         (a) Section 2.10 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 2.10. Cancellation of Securities; Disposition Thereof. All
Securities and Coupons 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 or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee or its agent shall dispose of cancelled Securities and Coupons held by
it and deliver a certificate of disposition to the Issuer. If the Issuer, the
Guarantor or an agent of either of them shall acquire any of the Securities or
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities or Coupons unless and until the
same are delivered to the Trustee or its agent for cancellation."

         Section 2.04. Covenants of the Issuer and the Guarantor.

         (a) The title of Article 3 of the Base Indenture is hereby amended by
adding the phrase "and the Guarantor" immediately following the word "Issuer."

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         Section 2.05. Offices for Payments, etc..

         (a) Section 3.02 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 3.02. Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer and the Guarantor will maintain in the
Borough of Manhattan, The City of New York, an office or agency where the
Registered Securities of each series may be presented for payment, where the
Securities of each series may be presented for exchange as is provided in this
Indenture and, if applicable, pursuant to Section 2.03 and where the Registered
Securities of each series may be presented for registration of transfer as in
this Indenture provided.

         The Issuer and the Guarantor will maintain one or more offices or
agencies in a city or cities located outside the United States (including any
city in which such an agency is required to be maintained under the rules of
any stock exchange on which the Securities of such series are listed) where the
Bearer Securities, if any, of each series and Coupons, if any, appertaining
thereto may be presented for payment. No payment on any Bearer Security or
Coupon will be made upon presentation of such Bearer Security or Coupon at an
agency of the Issuer and the Guarantor within the United States nor will any
payment be made by transfer to an account in, or by mail to an address in, the
United States unless pursuant to applicable United States laws and regulations
then in effect such payment can be made without adverse tax consequences to the
Issuer or the Guarantor. Notwithstanding the foregoing, payments in Dollars of
Bearer Securities of any series and Coupons appertaining thereto which are
payable in Dollars may be made at an agency of the Issuer or the Guarantor
maintained in the Borough of Manhattan, The City of New York if such payment in
Dollars at each agency maintained by the Issuer or the Guarantor outside the
United States for payment on such Bearer Securities is illegal or effectively
precluded by exchange controls or other similar restrictions.

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

         The Issuer and the Guarantor will give to the Trustee written notice
of the location of each such office or agency and of any change of location
thereof. In case the Issuer and the Guarantor shall fail to maintain any agency
required by this Section be located in the Borough of Manhattan, The City of
New York, or shall fail to give such notice of the location or of any change in
the location of any of the above agencies, presentations and demands may be
made and notices may be served at the Corporate Trust Office of the Trustee.

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         The Issuer and the Guarantor may from time to time designate one or
more additional offices or agencies where the Securities of a series and any
Coupons appertaining thereto may be presented for payment, where the Securities
of that series may be presented for exchange as provided in this Indenture and
pursuant to Section 2.03 and where the Registered Securities of that series may
be presented for registration of transfer as in this Indenture provided, and
the Issuer and the Guarantor may from time to time rescind any such
designation, as the Issuer and the Guarantor may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Issuer and the Guarantor of its obligation to maintain the agencies
provided for in this Section. The Issuer and the Guarantor will give to the
Trustee prompt written notice of any such designation or rescission thereof."

         Section 2.06. Appointment to Fill a Vacancy in Office of Trustee.

         (a) Section 3.03 of the Base Indenture is hereby amended by adding the
phrase "or the Guarantor," immediately following the word "Issuer."

         Section 2.07. Paying Agents.

         (a) The lead-in clause to Section 3.04 of the Base Indenture is hereby
amended by inserting the phrase "or the Guarantor" immediately following the
word "Issuer" in the first line thereof.

         (b) Section 3.04(a) of the Base Indenture is hereby amended by adding
the phrase ", the Guarantor" immediately following the word "Issuer" in the
third line thereof.

         (c) The parenthetical in Section 3.04(b) of the Base Indenture is
hereby replaced in its entirety with the following parenthetical "(or by the
Guarantor or any other obligor on the Securities of such series)".

         (d) The last four flush paragraphs of Section 3.04 of the Base
Indenture are replaced in their entirety with the following:

         "The Issuer or the Guarantor will, on or prior to each due date of the
principal of or interest 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 or the Guarantor
will promptly notify the Trustee of any failure to take such action.

         If the Issuer shall act as its own paying agent, or if the Guarantor
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 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 or the Coupons
appertaining thereto a sum sufficient to pay such

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principal or interest so becoming due. The Issuer or the Guarantor will
promptly notify the Trustee of any failure to take such action.

         Anything in this Section to the contrary notwithstanding, but subject
to Section 10.01, the Issuer or the Guarantor 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,
the Guarantor or any paying agent hereunder, as required by this Section, 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 Sections 10.03 and 10.04."

         Section 2.08. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders.

        (a) the lead-in clause of Section 4.01 of the Base Indenture is hereby
replaced in its entirety with the following: "Each of the Issuer and the
Guarantor covenants and agrees that it 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 Registered Securities of such series
pursuant to Section 312 of the Trust Indenture Act of 1939:"

         Section 2.09. Preservation and Disclosure of Securityholders Lists.

         (a) Section 4.02(c) of the Base Indenture is hereby amended by adding
the phrase ", Guarantor" immediately following the word "Issuer" in the first
line thereof.

         Section 2.10. Reports by the Issuer and the Guarantor.

         (a) Section 4.03 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 4.03. Reports by the Issuer and the Guarantor. Each of the
Issuer and the Guarantor covenants to file with the Trustee, within 15 days
after the Issuer or the Guarantor, as the case may be, is required to file the
same with the Commission, copies of the annual reports and of the information,
documents, and other reports that the Issuer or the Guarantor may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust
Indenture Act of 1939."

         Section 2.11. Event of Default; Acceleration of Maturity, Waiver of
Default.

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         (a) Section 5.01(b) of the Base Indenture is hereby amended to include
the phrase "and the Guarantor" after the word "Issuer" in the third line
thereof.

         (b) Section 5.01(c) of the Base Indenture is hereby amended to include
the phrase "or the Guarantor" immediately following each instance of the word
"Issuer" in the first and second lines thereof.

         (c) Section 5.01(d) of the Base Indenture is hereby amended to include
the phrase "or the Guarantor" immediately following the word "Issuer" in the
second line thereof.

         (d) The second flush paragraph of Section 5.01 of the Base Indenture
is hereby amended by (i) adding the phrase "or the Guarantor" immediately
following the word "Issuer" in the seventh line thereof and (ii) adding the
phrase ", the Guarantor" immediately following the word "Issuer" in the
twenty-sixth line thereof.

         Section 2.12. Collection of Indebtedness by Trustee; Trustee May Prove
Debt.

         (a) Section 5.02 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 5.02. Collection of Indebtedness by Trustee; Trustee May
Prove Debt. Each of the Issuer and the Guarantor 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 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, and such default shall have continued for a period of
30 days, 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 or the Guarantor, as the case may be, 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,
and such Coupons, 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.

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

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

         In case there shall be pending proceedings relative to the Issuer or
the Guarantor or any other obligor upon the Securities under Title 11 of the
United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or the
Guarantor or such other obligor or the property of any of them, or in case of
any other comparable judicial proceedings relative to the Issuer or the
Guarantor or other obligor upon the Securities, or to the creditors or property
of the Issuer or the Guarantor or such other obligor, the Trustee, irrespective
of whether the principal of the 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:

               (i) 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, the Guarantor or other
          obligor upon the Securities, or to the creditors or property of the
          Issuer or the Guarantor or such other obligor,

               (ii) 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

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          trustee or a standby trustee in arrangement, reorganization,
          liquidation or other bankruptcy or insolvency proceedings or Person
          performing similar functions in comparable proceedings, and

               (iii) to collect and receive any monies 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.

         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 of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment, 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 or Coupons
appertaining to such 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 or Coupons appertaining to such Securities in respect
to which such action was taken, and it shall not be necessary to make any
Holders of such Securities or Coupons appertaining to such Securities parties
to any such proceedings."

         Section 2.13. Restoration of Rights on Abandonment of Proceedings.

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         (a) Section 5.05 of the Base Indenture is hereby amended by (i) adding
the phrase ", the Guarantor" immediately following the word "Issuer" in the
fifth line thereof and (ii) adding the phrase "the Guarantor" immediately
following the word "Issuer" in the sixth line thereof.

         Section 2.14. Waiver of Past Defaults.

         (a) Section 5.10 of the Base Indenture is hereby amended by adding the
phrase ", or the Guarantor" immediately following the word "Issuer" in the
ninth line thereof.

         Section 2.15. Certain Rights of the Trustee.

         (a) Section 6.02(a) of the Base Indenture is hereby amended to include
the phrase ", Guarantor's Officers' Certificate" immediately following the
phrase "Officers' Certificate" in the second line thereof.

         (b) Section 6.02(b) of the Base Indenture is hereby replaced in its
entirety by the following:

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

         (c) Section 6.02(f) of the Base Indenture is hereby replaced in its
entirety with the following:

         "(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 or the Guarantor upon demand; and"

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         Section 2.16. Trustee and Agents May Hold Securities or Coupons;
Collections, etc.

         (a) Section 6.04 of the Base Indenture is hereby amended by (i) adding
the phrase ", the Guarantor" immediately following the word "Issuer" in the
second line thereof and (ii) adding the phrase "or the Guarantor" immediately
following the word "Issuer" in the fifth and sixth lines thereof.

         Section 2.17. Compensation and Indemnification of Trustee and its
Prior Claim.

         (a) Section 6.06 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 6.06. Compensation and Indemnification of Trustee and its
Prior Claim. Each of the Issuer and the Guarantor covenants and agrees to pay
(without duplication) 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 each of the Issuer and the Guarantor covenants and agrees 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 any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Issuer and the Guarantor each also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer and the Guarantor 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 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 or Coupons, and the Securities are hereby
subordinated to such senior claim."

         Section 2.18. Resignation and Removal; Appointment of Successor
Trustee.

         (a) Section 6.10 of the Base Indenture is hereby replaced in its
entirety with the following:

                                      13
<PAGE>

         "Section 6.10. 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 notice of resignation to the Issuer and the Guarantor and (i) if
any Bearer Securities of a series affected are then Outstanding, by giving
notice of such resignation to the Holders thereof (A) by mail to such Holders
who have filed their names and addresses with the Trustee within the two years
preceding the notice at such addresses as were so furnished to the Trustee and
(B) either through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Bearer Securities are owned
if such Bearer Securities are held only in global form or by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London (and, if
required by Section 3.06 at least once in an Authorized Newspaper in
Luxembourg), and (ii) if any Registered Securities of a series affected are
then Outstanding, by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. Upon receiving such notice of
resignation, the Issuer or the Guarantor shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of its board of directors, 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 5.12 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,
          the Guarantor 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 6.09 and Section 310(a) of the Trust
          Indenture Act of 1939 and shall fail to resign after written request
          therefor by the Issuer, the Guarantor or by any Securityholder; or

               (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

                                      14
<PAGE>

          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;

         then, in any such case, the Issuer or the Guarantor may remove the
Trustee with respect to the applicable series of Securities and appoint a
successor trustee for such series by written instrument, in duplicate, executed
by order of the Board or of the Guarantor's Board of Directors, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, subject to the provisions of 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 such series for at least six months may on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the 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.

         (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 7.01 of the action in that regard taken by the
Securityholders.

         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 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section
6.11."

         Section 2.19. Acceptance of Appointment by Successor Trustee.

         (a) Section 6.11 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer, the Guarantor 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, the Guarantor or of the
successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 10.04 pay over to the

                                      15
<PAGE>

successor trustee all monies 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 or the Guarantor 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 6.06.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the Guarantor, 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 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 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of
the Trust Indenture Act of 1939 and eligible under the provisions of Section
6.09.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11 the Issuer or the Guarantor shall give notice thereof (i) if
any Bearer Securities of a series affected are then Outstanding, to the Holders
thereof, (A) by mail to such Holders who have filed their names and addresses
with the Trustee within the two years preceding the notice at such addresses as
were so furnished to the Trustee and (B) either through the customary notice
provisions of the clearing system or systems through which beneficial interests
in such Bearer Securities are owned if such Bearer Securities are held only in
global form or by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06 at least once in an
Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a
series affected are then Outstanding, by mailing notice to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. 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
6.10. If the Issuer or the Guarantor fails to give such notice within ten days
after

                                      16
<PAGE>

acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be given at the expense of the Issuer or the Guarantor."

         Section 2.20. Holders to be Treated as Owners.

         (a) Section 7.03 is hereby replaced in its entirety with the
following:

         "Section 7.03. Holders to be Treated as Owners. Holders to Be Treated
as Owners. The Issuer, the Guarantor, the Trustee and any agent of the Issuer,
the Guarantor 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, the Guarantor nor the Trustee nor any
agent of the Issuer, the Guarantor or the Trustee shall be affected by any
notice to the contrary. The Issuer, the Guarantor, the Trustee and any agent of
the Issuer, the Guarantor or the Trustee may treat the Holder of any Bearer
Security and the Holder of any Coupon as the absolute owner of such Bearer
Security or Coupon (whether or not such Bearer Security or Coupon shall be
overdue) for the purpose of receiving payment thereof or on account thereof and
for all other purposes and neither the Issuer, 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 monies payable upon any such Bearer Security or
Coupon."

         Section 2.21. Securities Owned by Issuer Deemed Not Outstanding.

         (a) Section 7.04 of the Base Indenture is hereby amended to include
the phrase ", the Guarantor" immediately following the word "Issuer" in the
fourth, seventh, sixteenth and twenty-first lines thereof.

         Section 2.22. Right Of Revocation Of Action Taken.

         (a) Section 7.05 is hereby amended by replacing the last sentence
thereof with the following sentence: "Any action taken 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 shall be conclusively binding upon the Issuer, the Guarantor, the
Trustee and the Holders of all the Securities affected by such action."

         (a) Article 8 of the Base Indenture is hereby replaced in its entirety
with the following:

                                      17
<PAGE>

                                   "ARTICLE 8
                            SUPPLEMENTAL INDENTURES

         Section 2.23. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order) and the Guarantor, when
authorized by a resolution of the Guarantor's Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto 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
the Guarantor, as the case may be, or successive successions, and the
assumption by the successor corporation of the covenants, agreements and
obligations of the Issuer or the Guarantor pursuant to Article 9;

         (c) to add to the covenants of the Issuer or the Guarantor, as the
case may be, such further covenants, restrictions, conditions or provisions as
the Issuer or the Guarantor, as the case may be, and the Trustee shall consider
to be for the protection of the Holders of Securities or Coupons, 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 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;

         (d) 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 any other provisions as the Issuer or the Guarantor may
deem necessary or desirable, provided that no such action shall adversely
affect the interests of the Holders of the Securities or Coupons;

         (e) to establish the forms or terms of Securities of any series or of
the Coupons appertaining to such Securities as permitted by Sections 2.01 and
2.03; and

                                      18
<PAGE>

         (f) 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
6.11.

         The Trustee is hereby authorized to join with the Issuer and the
Guarantor 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
Sections 8.02.

         Section 2.24. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of its Board (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), the Guarantor, when authorized by a
resolution of its Board (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order) and
the Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Holders of the Securities of each such series or of the Coupons
appertaining to such Securities; provided, that no such supplemental indenture
shall (a) (i) extend the final maturity of any Security, (ii) reduce the
principal amount thereof, (iii) reduce the rate or extend the time of payment
of interest thereon, (iv) reduce any amount payable on redemption thereof, (v)
make the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than that
provided in the Securities and Coupons or in accordance with the terms thereof,
(vi) modify or amend any provisions for converting any currency into any other
currency as provided in the Securities or Coupons or in accordance with the
terms thereof, (vii) 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 5.01 or the amount thereof provable in
bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities or Coupons for
securities

                                      19
<PAGE>

of the Issuer or the Guarantor or of other entities or other property (or the
cash value thereof), including the determination of the amount of securities or
other property (or cash) into which the Securities shall be converted or
exchanged, other than as provided in the antidilution provisions or other
similar adjustment provisions of the Securities or Coupons or otherwise in
accordance with the terms thereof, (ix) alter the provisions of Section 11.11
or 11.13 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, in each case without the consent
of the Holder of each Security so affected, or (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.

         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 Holders of Securities of such series, or of Coupons appertaining
to such Securities, with respect to such covenant or provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of
any other series or of the Coupons appertaining to such Securities.

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary
or an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, or upon the request of the Guarantor, accompanied by a
copy of a resolution of the Board (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Guarantor
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other documents, if any, required by Section 7.01
the Trustee shall join with the Issuer and the Guarantor 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.

         Promptly after the execution by the Issuer, the Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice thereof (i) if any Bearer Securities of
a series affected are then Outstanding, to the Holders thereof, (A) by mail to
such Holders who have

                                      20
<PAGE>

filed their names and addresses with the Trustee within the two years preceding
the notice at such addresses as were so furnished to the Trustee and (B) either
through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Bearer Securities are owned if such
Bearer Securities are held only in global form or by publication at least once
in an Authorized Newspaper in the Borough of Manhattan, The City of New York,
and at least once in an Authorized Newspaper in London (and, if required by
Section 3.06 at least once in an Authorized Newspaper in Luxembourg), (ii) if
any Registered Securities of a series affected are then Outstanding, by mailing
notice thereof by first class mail to the Holders of then Outstanding
Registered Securities of each series affected at their addresses as they shall
appear on the registry books, and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Trustee to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         Section 2.25. 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, the Guarantor 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 2.26. Documents to Be Given to Trustee. The Trustee, subject
to the provisions of Sections 6.01 and 6.02, may receive an Officers'
Certificate, a Guarantor's Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article 8 complies with the applicable provisions of this Indenture.

         Section 2.27. 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 or as to any action
taken by Securityholders. 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 Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding."

         Section 2.28. Guarantor May Consolidate on Certain Terms.

                                      21
<PAGE>

         (a) Article 9 of the Base Indenture is hereby replaced in its entirety
with the following:

                                   "ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         "Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions. The Issuer and the Guarantor
covenants that it will not merge or consolidate with any other Person or sell,
lease or convey all or substantially all of its assets to any other Person,
unless (i) either (A) the Issuer or the Guarantor shall be the continuing legal
entity, or (B) the successor legal entity or the Person which acquires by sale,
lease or conveyance substantially all the assets of the Issuer or Guarantor (if
other than the Issuer or the Guarantor) shall be incorporated under the laws of
The Netherlands, or a member state of the European Union or the Organisation
for Economic Co-Operation and Development, and shall expressly assume the due
and punctual payment of the principal of and interest on all the Securities and
Coupons, if any, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Issuer or the Guarantor, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
legal entity, and (ii) the Issuer, the Guarantor, such Person or such successor
legal entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.

         Section 9.02. Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer or the Guarantor, with the same
effect as if it had been named herein. Such successor corporation may cause to
be signed, and may issue either in its own name or in the name of the Issuer or
the Guarantor prior to such succession any or all of the Securities issuable
hereunder which together with any Coupons appertaining thereto theretofore
shall not have been signed by the Issuer or the Guarantor and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Issuer or the Guarantor, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the
Issuer or the Guarantor to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
together with any Coupons appertaining thereto shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this

                                      22
<PAGE>

Indenture as though all of such Securities had been issued at the date of the
execution hereof.

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

         In the event of any such sale or conveyance (other than a conveyance
by way of lease) the Issuer, the Guarantor or any successor corporation which
shall theretofore have become such in the manner described in this Article
shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be liquidated and dissolved.

         Section 9.03. Opinion of Counsel Delivered to Trustee. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease
or conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture."

         Section 2.29. Satisfaction And Discharge Of Indenture.

         (a) Section 10.01(a) of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 10.01. Satisfaction and Discharge of Indenture. (a) If at any
time (i) the Issuer or the Guarantor shall have paid or caused to be paid the
principal of and interest on all the Securities of any series Outstanding
hereunder and all unmatured Coupons appertaining thereto (other than Securities
of such series and Coupons appertaining thereto which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.09) as
and when the same shall have become due and payable, or (ii) the Issuer or the
Guarantor shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated and all unmatured Coupons appertaining
thereto (other than any Securities of such series and Coupons appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.09) or (iii) in the case of any
series of Securities where the exact amount (including the currency of payment)
of principal of and interest due on which can be determined at the time of
making the deposit referred to in clause (B) below, (A) all the Securities of
such series and all unmatured Coupons appertaining thereto 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 (B) the Issuer or the
Guarantor shall have irrevocably deposited or caused to be deposited with the
Trustee as trust funds the entire amount in cash (other than monies repaid by
the Trustee or any paying agent to the Issuer in accordance with Section 10.04
or, in the case of any series of Securities the payments on which

                                      23
<PAGE>

may only be made in Dollars, direct obligations of the United States of
America, backed by its full faith and credit ("U.S. Government Obligations"),
maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash, or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(1) the principal and interest on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable and (2) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series; and if, in any such case, the Issuer or the
Guarantor shall also pay or cause to be paid all other sums payable hereunder
by the Issuer or the Guarantor, as the case may be, then this Indenture shall
cease to be of further effect (except as to (i) rights of registration of
transfer and exchange of Securities of such Series and of Coupons appertaining
thereto and the Issuer's right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities or
Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto
to receive payments of principal thereof and interest 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, (iv)
the rights, obligations, duties and immunities of the Trustee hereunder, (v)
the rights of the Holders of Securities of such series and Coupons appertaining
thereto as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, and (vi) the obligations of the
Issuer and the Guarantor under Section 3.02 and the Trustee, on demand of the
Issuer or the Guarantor accompanied by an Officers' Certificate or a
Guarantor's 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; provided, that the rights of
Holders of the Securities and Coupons to receive amounts in respect of
principal of and interest on the Securities and Coupons held by them shall not
be delayed longer than required by then-applicable mandatory rules or policies
of any securities exchange upon which the Securities are listed. The Issuer and
the Guarantor agree 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.

         (b) The first paragraph of Section 10.01(b) of the Base Indenture is
hereby replaced by the following: "The following provisions shall apply to the
Securities of each series unless specifically otherwise provided in a Board
Resolution, Officers' Certificate or indenture supplemental hereto provided
pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to
the next preceding paragraph, in the case of any series of Securities the exact
amounts (including the currency of payment) of principal of and interest due on
which can be determined at the time of making the deposit referred to in clause
(i) below, the Issuer and the Guarantor shall be deemed to have paid and
discharged the entire

                                      24
<PAGE>

indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the 91st day after the date of the deposit referred to
in clause (i) below, and the provisions of this Indenture with respect to the
Securities of such series and Coupons appertaining thereto shall no longer be
in effect (except as to (1) rights of registration of transfer and exchange of
Securities of such series and of Coupons appertaining thereto and the Issuer's
right of optional redemption, if any, (2) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of principal
thereof and interest 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, (4) the rights, obligations, duties
and immunities of the Trustee hereunder, (5) the rights of the Holders of
Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to
all or any of them and (6) the obligations of the Issuer and the Guarantor
under Section 3.02) and the Trustee, at the expense of the Issuer, shall at the
Issuer's request, execute proper instruments acknowledging the same, if".

         (c) Section 10.01(b)(ii) of the Base Indenture is hereby amended by
adding the phrase "or the Guarantor" immediately following the word "Issuer" in
the first line thereof.

         (d) Section 10.01(b)(iii) of the Base Indenture is hereby amended by
adding the phrase "or the Guarantor" immediately following the word "Issuer" in
the second line thereof.

         (e) Section 10.01(b)(v) of the Base Indenture is hereby amended by (i)
adding the phrase "or the Guarantor" immediately following the word "Issuer" in
the first line thereof and (ii) adding the phrase "or Guarantor's Officers'
Certificate" immediately following the phrase "Officers' Certificate" in the
first line thereof.

         (f) The first paragraph of Section 10.01(c) of the Base Indenture is
hereby replaced in its entirety with the following:

         "(c) Each of the Issuer and the Guarantor shall be released from its
obligations under Section 9.01 with respect to the Securities of any Series,
and any Coupons appertaining thereto, Outstanding, and under the Guarantee in
respect thereof, on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any
Series, and under the Guarantee in respect thereof, the Issuer and the
Guarantor may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in such Sections, whether directly or
indirectly by reason of any reference elsewhere herein to such Sections or by
reason of any reference in such Sections to any other provision herein or in
any other document and such omission to comply shall not constitute an Event of
Default under Section 5.01 but the

                                      25
<PAGE>

remainder of this Indenture and such Securities and Coupons shall be unaffected
thereby. The following shall be the conditions to application of this
subsection (c) of this Section 10.01."

         (g) Section 10.01(c)(i) of the Base Indenture is hereby amended to
include the phrase "or the Guarantor" immediately following the word "Issuer"
in the first line thereof.

         (h) Section 10.01(c)(iii) of the Base Indenture is hereby amended to
include the phrase "or the Guarantor" immediately following the word "Issuer"
in the third line thereof.

         (i) Section 10.01(c)(iv) of the Base Indenture is hereby amended to
include the phrase "or the Guarantor" immediately following the word "Issuer"
in the third line thereof.

         (j) Section 10.01(c)(vi) of the Base Indenture is hereby amended to
include the phrase "or the Guarantor" immediately following the word "Issuer"
in the first line thereof.

         (k) Section 10.01(c)(vii) of the Base Indenture is hereby amended by
(i) adding the phrase "or the Guarantor" immediately following the word
"Issuer" in the first line thereof and (ii) adding the phrase "or Guarantor's
Officers' Certificate" immediately following the phrase "Officers' Certificate"
in the second line thereof.

         Section 2.30. Application by Trustee of Funds Deposited for Payment of
Securities.

         (a) Section 10.02 of the Base Indenture is hereby amended by replacing
the second parenthetical in its entirety with the following parenthetical:
"(including the Issuer acting as its own paying agent or the Guarantor acting
as paying agent)".

         Section 2.31. Return of Monies Held by Trustee and Paying Agent
Unclaimed for Two Years.

         (a) Section 10.04 of the Base Indenture is hereby amended by adding
the phrase "or the Guarantor" immediately following the word "Issuer" in the
sixth, eighth, twelfth, seventeenth and twenty-eighth lines thereof.

         Section 2.32. Indemnity for U.S. Government Obligations.

         (a) Section 10.05 of the Base Indenture is hereby amended by adding
the phrase "or the Guarantor" immediately following the word "Issuer" in the
first line thereof.

                                      26
<PAGE>

         Section 2.33. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Liability.

         (a) Section 11.01 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 11.01. Incorporators, Stockholders, Officers and Directors of
Issuer and Guarantor 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 (except in a stockholder's capacity as Guarantor), officer or
director, as such, of the Issuer or the Guarantor or of any successor, either
directly or through the Issuer or the Guarantor, as the case may be, or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities and the Coupons appertaining thereto by the
Holders thereof and as part of the consideration for the issue of the
Securities and the Coupons appertaining thereto."

         Section 2.34. Successors and Assigns of Issuer Bound by Indenture.

         (a) Section 11.03 of the Base Indenture is hereby replaced in its
entirety with the following:

         "Section 11.03. Successors and Assigns of Issuer and Guarantor Bound
by Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Guarantor
shall bind its successors and assigns, whether so expressed or not."

         Section 2.35. Notices and Demands on Issuer, Guarantors, Trustee and
Holders of Securities and Coupons. (a) The title of Section 11.04 is hereby
amended by adding "Guarantor," immediately following the word "Issuer".

         (b) The first paragraph of Section 11.04 of the Base Indenture is
hereby amended by (i) adding the phrase "or the Guarantor" immediately
following the word "Issuer" in the fourth, sixth and seventh lines thereof and
(ii) adding the phrase ", the Guarantor" immediately following the word
"Issuer" in the ninth line thereof.

         (c) The third paragraph of Section 11.04 of the Base Indenture is
hereby amended by adding the phrase "or the Guarantor" immediately following
the word "Issuer" in the second line thereof.

                                      27
<PAGE>


         Section 2.36. Officers' Certificates and Opinions of Counsel
Statements to Be Contained Therein.

         (a) The first paragraph of Section 11.05 of the Base Indenture is
hereby replaced in its entirety with the following:

         "Section 11.05. Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Issuer or the Guarantor to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer or the Guarantor, as the case may be,
shall furnish to the Trustee an Officers' Certificate or a Guarantor's
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 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."

         (b) The third paragraph of Section 11.05 of the Base Indenture is
hereby replaced in its entirety with the following:

         "Any certificate, statement or opinion of an officer of the Issuer or
the Guarantor 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 or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer or the Guarantor, as the case may be, 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."

         (c) The fourth paragraph of Section 11.05 of the Base Indenture is
hereby amended by adding the phrase ", or the Guarantor" immediately following
word "Issuer" in the fourth line thereof.

         Section 2.37. Submission to Jurisdiction.

         (a) Section 11.12 is hereby replaced in its entirety with the
following:

         "Section 11.12. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that any legal suit, action or proceeding arising out of or
based

                                      28
<PAGE>

upon this Indenture may be instituted in any State or Federal court in the
Borough of Manhattan, City and State of New York, and, to the fullest extent
permitted by law, waives any objection which it may now or hereafter have to
the laying of venue of any such proceeding, and irrevocably submits to the
jurisdiction of such court in any suit, action or proceeding. Each of the
Issuer and the Guarantor has appointed Jonathan Feigelson, General Counsel, ABN
AMRO N.V., as its authorized agent (the "Authorized Agent ") upon which process
may be instituted in any State or Federal court in the Borough of Manhattan,
City and State of New York and each of the Issuer and the Guarantor expressly
accepts the jurisdiction of any such court in respect of such action. Such
appointment shall be irrevocable unless and until a successor authorized agent,
located or with an office in the Borough of Manhattan, City and State of New
York, shall have been appointed by the Issuer or the Guarantor, as the case may
be, and such appointment shall have been accepted by such successor authorized
agent. Each of the Issuer and the Guarantor represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and
each of the Issuer and the Gaurantor agrees to take any and all action,
including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent and written notice of such service
to the Issuer or the Guarantor, as the case may be, shall be deemed, in every
respect, effective service of process upon the Issuer or the Guarantor, as the
case may be."

         Section 2.38. Judgment Currency.

         (a) Section 11.13 of the Base Indenture is hereby amended by replacing
the phrase "The Issuer" with the phrase "Each of the Issuer and the Guarantor"
in the first line thereof.

         Section 2.39. Notice of Redemptions; Partial Redemptions.

         (a) The fourth paragraph of Section 12.02 of the Base Indenture is
hereby amended by (i) adding the phrase "or the Guarantor" immediately
following the word "Issuer" in the second line thereof and (ii) replacing the
parenthetical in the third line thereof with the following parenthetical: "(or,
if the Issuer is acting as its own paying agent or the Guarantor is acting as
paying agent, set aside, segregate and hold in trust as provided in Section
3.04)".

         (b) The fifth paragraph of Section 12.02 of the Base Indenture is
hereby amended by adding the phrase "and the Guarantor" immediately following
the word "Issuer" in the fifth line thereof.

         Section 2.40. Payment of Securities Called for Redemption.

         (a) Section 12.03 of the Base Indenture is hereby amended by adding
the phrase "and the Guarantor" immediately following the word "Issuer" in the
sixth line thereof.

                                      29
<PAGE>

         Section 2.41. Mandatory and Optional Sinking Funds.

         (a) The last paragraph of Section 12.05 of the Base Indenture is
hereby amended by adding phrase "or the Guarantor" immediately following the
word "Issuer" in the seventh line thereof.

         Section 2.42. The Guarantee. The following new Article 13 is hereby
added to the Indenture in appropriate numerical order:

                                  "ARTICLE 13
                            GUARANTEE AND INDEMNITY

         Section 13.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.

         Section 13.02. Net Payments. All payments of principal of and premium,
if any, interest and any other amounts on, or in respect of, the Securities of
any series shall be made by the Guarantor without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of The Netherlands (the "taxing jurisdiction") or any political
subdivision or taxing authority thereof or therein, unless such taxes, fees,
duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the
Guarantor shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any such Security such additional amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security and this
Indenture to be then due and payable; provided, however, that the Guarantor
shall not be required to make payment of such additional amounts for or on
account of:

                                      30
<PAGE>

         (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the relevant
taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became
due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such additional amounts if it had
presented such Security for payment on any day within such period of thirty
(30) days;

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

         (c) any tax assessment or other governmental charge imposed on a
payment that is required to be made pursuant to any European Union Directive on
the taxation of savings implementing the conclusions of the ECOFIN council
meetings of November 26 - 27, 2000 and June 3, 2003 or any law implementing or
complying with, or introduced in order to confirm such directive;

         (d) any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure by the Holder or the beneficial owner of
such Security to comply with any reasonable request by the Guarantor addressed
to the Holder within 90 days of such request (A) to provide information
concerning the nationality, residence or identity of the Holder or such
beneficial owner or (B) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by statute, treaty, regulation or administrative
practice of the relevant taxing jurisdiction or any political subdivision
thereof as a precondition to exemption from all or part of such tax, assessment
or other governmental charge; or

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

nor shall additional amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision
or relevant taxing authority thereof or therein) to be included in the income
for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of the
Security.

                                      31
<PAGE>

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on,
or in respect of, any Security of any series or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided by the
terms of such series established hereby or pursuant hereto to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to such terms, and express mention of the payment of
additional amounts (if applicable) in any provision hereof shall not be
construed as excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to
each date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Guarantor's Officer's
Certificate, the Guarantor shall furnish to the Trustee and the principal
paying agent, if other than the Trustee, a Guarantor's Officer's Certificate
instructing the Trustee and such paying agent whether such payment of principal
of and premium, if any, interest or any other amounts on the Securities of such
series shall be made to Holders of Securities of such series without
withholding for or on account of any tax, fee, duty, assessment or other
governmental charge described in Section 13.02. If any such withholding shall
be required, then such Guarantor's Officer's Certificate shall specify by
taxing jurisdiction the amount, if any, required to be withheld on such
payments to such Holders of Securities, and the Guarantor agrees to pay to the
Trustee or such paying agent the additional amounts required by Section 13.02.
The Guarantor covenants to indemnify the Trustee and any paying agent for, and
to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Guarantor's Officer's Certificate furnished pursuant to Section 13.02.

         Section 13.03. Guarantee Unconditional, etc. The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as
surety, and shall be absolute, irrevocable and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
any Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger,

                                      32
<PAGE>

insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest or notice with respect to any such Security or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by payment in full of the
principal of, any premium and interest on, and any additional amounts and
sinking fund payments required with respect to, the Securities and the complete
performance of all other obligations contained in the Securities. The Guarantor
further agrees, to the fullest extent that it lawfully may do so, that, as
between the Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Section 5.01 hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or prohibition extant under any
bankruptcy, insolvency, reorganization or other similar law of any jurisdiction
preventing such acceleration in respect of the obligations guaranteed hereby.

         Section 13.04. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Security, in whole or in part, is rescinded or must otherwise be restored to
the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization
of the Issuer or otherwise.

         Section 13.05. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Security against the Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts and sinking fund payments required with respect to, all
Securities shall have been paid in full.

         Section 13.06. Indemnity. As a separate and alternative stipulation,
the Guarantor unconditionally and irrevocably agrees that any sum expressed to
be payable by the Issuer under this Indenture or the Securities but which is
for any reason (whether or not now known or becoming known to the Issuer, the
Guarantor, the Trustee or any Holder of any Security) not recoverable from the
Guarantor on the basis of a guarantee will nevertheless be recoverable from it
as if it were the sole principal debtor and will be paid by it to the Trustee
on demand. This indemnity constitutes a separate and independent obligation
from the other obligations in this Indenture, gives rise to a separate and
independent cause of action and will apply irrespective of any indulgence
granted by the Trustee or any Holder of any Security.

         Section 13.07. Assumption by Guarantor. (a) The Guarantor may, without
the consent of the Holders, assume all of the rights and obligations of the
Issuer hereunder with respect to a series of Securities and under the
Securities of such series if, after giving effect to such assumption, no Event
of Default or event which with the giving of notice or lapse of time, or both,
would become an Event

                                      33
<PAGE>

of Default, shall have occurred and be continuing. Upon such an assumption, the
Guarantor shall execute a supplemental indenture evidencing its assumption of
all such rights and obligations of the Issuer and the Issuer shall be released
from its liabilities hereunder and under such Securities as obligor on the
Securities of such Series.

         (b) The Guarantor shall assume all of the rights and obligations of
the Issuer hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Issuer in the due and
punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under Section
13.01 with respect to such series of Securities. Such assumption shall result
in the Securities of such series becoming the direct obligations of the
Guarantor and shall be effected without the consent of the Holders of the
Securities of any Series. Upon such an assumption, the Guarantor shall execute
a supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer, and the Issuer shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such Series."






                                      34
<PAGE>


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




                                            ABN AMRO BANK N.V.

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

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





[MTN First Supplemental Indenture]
<PAGE>





                                            ABN AMRO HOLDING N.V.

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

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



[MTN First Supplemental Indenture]
<PAGE>


                                            JPMORGAN CHASE BANK,
                                               formerly The Chase Manhattan Bank

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























[MTN First Supplemental Indenture]