<PAGE>

                                                                    EXHIBIT 4(C)



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




                         U S WEST COMMUNICATIONS, Inc.,
                                     Issuer



                                       and



                           BANK ONE TRUST COMPANY, NA,
                                     Trustee



                                    INDENTURE



                          DATED AS OF OCTOBER 15, 1999



                       Providing for the Issuance of Debt
                              Securities in Series








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

<PAGE>

                                    TIE-SHEET

     Reconciliation and tie between Indenture dated as of October 15, 1999 and
the Trust Indenture Act of 1939. This reconciliation section does not constitute
part of the Indenture.

<TABLE>
<CAPTION>
TRUST INDENTURE ACT                                          INDENTURE
 OF 1939 SECTION                                              SECTION
<S>                                                        <C>
      310(a)(1)............................................     7.10
      (a)(2)...............................................     7.10
      (a)(3)............................................... Inapplicable
      (a)(4)............................................... Inapplicable
      (b)..................................................  7.08, 7.10
      (c).................................................. Inapplicable
      311(a)...............................................     7.11
      (b)..................................................     7.11
      (c).................................................. Inapplicable
      312(a)...............................................     2.07
      (b)..................................................     11.03
      (c)..................................................     11.03
      313(a)...............................................     7.06
      (b)(1)............................................... Inapplicable
      (b)(2)...............................................     7.06
      (c)..................................................  4.02, 11.02
      (d)..................................................     7.06
      314(a)...............................................  4.02, 11.02
      (b).................................................. Inapplicable
      (c)(1)...............................................     11.04
      (c)(2)...............................................     11.04
      (c)(3)............................................... Inapplicable
      (d).................................................. Inapplicable
      (e)..................................................     11.05
      (f).................................................. Inapplicable
      315(a)...............................................    7.01(b)
      (b)..................................................  7.05, 11.02
      (c)..................................................    7.01(a)
      (d)..................................................6.05, 7.01(c),
      (e)..................................................  6.07, 6.11
      316(a) (last sentence)...............................     2.11
      (a)(1)(A)............................................     6.05
      (a)(1)(B)............................................     6.04
      (a)(2)............................................... Inapplicable
      (b)..................................................     6.07
      317(a)(1)............................................  6.01, 6.08
      (a)(2)...............................................     6.09
      (b)..................................................     2.06
      318(a)...............................................     11.01
</TABLE>

<PAGE>
                               TABLE OF CONTENTS*

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

<TABLE>
<S>                                                                        <C>
    Section 1.01  DEFINITIONS................................................1
    Section 1.02  OTHER DEFINITIONS..........................................4
    Section 1.03  INCORPORATION BY REFERENCE OF TRUST
                   INDENTURE ACT.............................................4
    Section 1.04  RULES OF CONSTRUCTION......................................4

                                   ARTICLE 2.
                                 THE SECURITIES

    Section 2.01  ISSUABLE IN SERIES.........................................5
    Section 2.02  ESTABLISHMENT OF TERMS AND FORM OF SERIES
                   OF SECURITIES.............................................5
    Section 2.03  EXECUTION, AUTHENTICATION, AND DELIVERY....................7
    Section 2.04  REGISTRAR AND PAYING AGENT.................................9
    Section 2.05  PAYMENT ON SECURITIES......................................9
    Section 2.06  PAYING AGENT TO HOLD MONEY IN TRUST.......................10
    Section 2.07  SECURITYHOLDER LISTS; OWNERSHIP OF
                   SECURITIES...............................................11
    Section 2.08  TRANSFER AND EXCHANGE.....................................11
    Section 2.09  REPLACEMENT SECURITIES....................................12
    Section 2.10  OUTSTANDING SECURITIES....................................13
    Section 2.11  TREASURY SECURITIES.......................................14
    Section 2.12  TEMPORARY SECURITIES......................................14
    Section 2.13  CANCELLATION..............................................15
    Section 2.14  DEFAULTED INTEREST........................................15
    Section 2.15  GLOBAL SECURITIES.........................................15

                                   ARTICLE 3.
                                   REDEMPTION

    Section 3.01  NOTICE TO THE TRUSTEE.....................................16
    Section 3.02  SELECTION OF SECURITIES TO BE REDEEMED....................16
    Section 3.03  NOTICE OF REDEMPTION......................................17
    Section 3.04  EFFECT OF NOTICE OF REDEMPTION............................18
    Section 3.05  DEPOSIT OF REDEMPTION PRICE...............................18
    Section 3.06  SECURITIES REDEEMED IN PART...............................18

                                        i
<PAGE>

                                   ARTICLE 4.
                                    COVENANTS

    Section 4.01  PAYMENT OF SECURITIES.....................................18
    Section 4.02  REPORTS BY THE COMPANY....................................18
    Section 4.03  LIEN ON ASSETS............................................19

                                   ARTICLE 5.
                              SUCCESSOR CORPORATION

    Section 5.01  WHEN THE COMPANY MAY MERGE, ETC...........................20

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

    Section 6.01  EVENTS OF DEFAULT.........................................20
    Section 6.02  ACCELERATION..............................................21
    Section 6.03  OTHER REMEDIES AVAILABLE TO TRUSTEE.......................21
    Section 6.04  WAIVER OF EXISTING DEFAULTS...............................22
    Section 6.05  CONTROL BY MAJORITY.......................................22
    Section 6.06  LIMITATION ON SUITS BY SECURITYHOLDERS....................22
    Section 6.07  RIGHTS OF HOLDERS TO RECEIVE PAYMENT......................23
    Section 6.08  COLLECTION SUITS BY TRUSTEE...............................23
    Section 6.09  TRUSTEE MAY FILE PROOFS OF CLAIM..........................23
    Section 6.10  PRIORITIES................................................23
    Section 6.11  UNDERTAKING FOR COSTS.....................................23

                                   ARTICLE 7.
                                     TRUSTEE

    Section 7.01  DUTIES OF TRUSTEE.........................................24
    Section 7.02  RIGHTS OF TRUSTEE.........................................25
    Section 7.03  INDIVIDUAL RIGHTS OF TRUSTEE..............................25
    Section 7.04  TRUSTEE'S DISCLAIMER......................................25
    Section 7.05  NOTICE OF DEFAULTS........................................26
    Section 7.06  REPORTS BY TRUSTEE TO HOLDERS.............................26
    Section 7.07  COMPENSATION AND INDEMNITY................................26
    Section 7.08  REPLACEMENT OF TRUSTEE....................................27
    Section 7.09  SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC..................29
    Section 7.10  ELIGIBILITY; DISQUALIFICATION.............................29
    Section 7.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                   THE COMPANY..............................................29

                                       ii
<PAGE>

                                   ARTICLE 8.
                             DISCHARGE OF INDENTURE

    Section 8.01  TERMINATION OF THE COMPANY'S OBLIGATIONS..................29
    Section 8.02  APPLICATION OF TRUST MONEY................................30
    Section 8.03  REPAYMENT TO THE COMPANY..................................30
    Section 8.04  INDEMNITY FOR GOVERNMENT OBLIGATIONS......................31

                                   ARTICLE 9.
                             AMENDMENTS AND WAIVERS

    Section 9.01  WITHOUT CONSENT OF HOLDERS................................31
    Section 9.02  WITH CONSENT OF HOLDERS...................................32
    Section 9.03  COMPLIANCE WITH TRUST INDENTURE ACT.......................33
    Section 9.04  REVOCATION AND EFFECT OF CONSENTS.........................33
    Section 9.05  NOTATION ON OR EXCHANGE OF SECURITIES.....................33
    Section 9.06  TRUSTEE PROTECTED.........................................33

                                   ARTICLE 10.
                                  SINKING FUNDS

    Section 10.01  APPLICABILITY OF ARTICLE.................................33
    Section 10.02  SATISFACTION OF SINKING FUND PAYMENTS
                    WITH SECURITIES.........................................34
    Section 10.03  REDEMPTION OF SECURITIES FOR SINKING
                    FUND....................................................34

                                   ARTICLE 11.
                                  MISCELLANEOUS

    Section 11.01  TRUST INDENTURE ACT CONTROLS.............................35
    Section 11.02  NOTICES..................................................35
    Section 11.03  COMMUNICATION BY HOLDERS WITH OTHER
                    HOLDERS.................................................36
    Section 11.04  CERTIFICATE AND OPINION AS TO CONDITIONS
                    PRECEDENT...............................................36
    Section 11.05  STATEMENTS REQUIRED IN CERTIFICATE OR
                    OPINION.................................................36
    Section 11.06  RULES BY TRUSTEE AND AGENTS..............................37
    Section 11.07  LEGAL HOLIDAYS...........................................37
    Section 11.08  GOVERNING LAW............................................37
    Section 11.09  NO ADVERSE INTERPRETATION OF OTHER
                    AGREEMENTS..............................................37

                                       iii
<PAGE>

    Section 11.10  NO RECOURSE AGAINST OTHERS...............................37
    Section 11.11  EXECUTION IN COUNTERPARTS................................37
    Section 11.12  CURRENCIES...............................................37

                                 ARTICLE 12.
                       REPAYMENT AT THE OPTION OF HOLDERS

    Section 12.01  APPLICABILITY OF ARTICLE.................................38
</TABLE>

-----------------
*This Table of Contents does not constitute part of this Indenture.



















                                       iv
<PAGE>

     INDENTURE dated as of October 15, 1999 between U S WEST COMMUNICATIONS,
Inc., a Colorado corporation (the "COMPANY"), and Bank One Trust Company, NA, a
national banking association (the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness
("SECURITIES") as herein provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

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

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01 DEFINITIONS.

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

     "AGENT" means any Paying Agent, Registrar or transfer agent as may be
appointed by the Company from time to time.

     "AUTHORIZED NEWSPAPER" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each business day. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder, they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.

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

     "BOARD RESOLUTION" means a copy of a resolution of the Board of Directors,
certified by the Secretary or an Assistant Secretary of the Company to have been
adopted by the Board of Directors and to be in full force and effect on the date
of the certificate.

     "COMPANY" means the party named as such in this Indenture until a successor
replaces it and thereafter means the successor.

     "COMPANY ORDER" means an order signed by two Officers of the Company.

<PAGE>

     "DEPOSITARY" means, with respect to Securities of any Series for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered as a clearing agency under the Securities and
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.02 or 2.15.

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

     "GLOBAL SECURITY" means, with respect to any Series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "HOLDER" or "SECURITYHOLDER" means a bearer of an Unregistered Security or
of a coupon appertaining thereto or a person in whose name a Registered Security
is registered on the Registrar's books.

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

     "INTEREST" when used with respect to an Original Issue Discount Security
which by its terms bears interest only after maturity, means interest payable
after maturity.

     "OFFICER" means the President, any Executive Vice-President, Vice
President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or the Comptroller or any Assistant Comptroller of the Company.

     "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of the
Company.

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

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02.

     "PRINCIPAL" of a Security means the principal amount of the Security plus,
when appropriate, the premium, if any, on the Security.

     "REGISTERED SECURITY" means any Security issued hereunder and registered as
to principal and interest by the Registrar.


                                       2
<PAGE>

     "RESPONSIBLE OFFICER" when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors or trustees, the
chairman or any vice-chairman of the executive committee of the board of
directors or trustees, the president, any executive vice-president, any senior
vice-president, any vice-president, any assistant vice-president, the treasurer,
the secretary, any trust officer, any second or assistant vice-president, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.

     "SEC" means the Securities and Exchange Commission.

     "SERIES" or "SERIES OF SECURITIES" means a series of Securities.

     "SECURITIES" means the debentures, notes or other obligations of the
Company issued, authenticated and delivered under this Indenture.

     "SUBSIDIARY" means any corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company and/or by one or
more other Subsidiaries. For purposes of such definition, "voting stock" means
stock ordinarily having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
777aaa-777bbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

     "TRUSTEE" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor and if, at any time, there is
more than one Trustee, "Trustee" as used with respect to the Securities of any
Series shall mean the Trustee with respect to that Series.

     "U.S. PERSON" means a citizen, national or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust which is subject to United States federal income taxation regardless of
its source of income.

     "UNREGISTERED SECURITY" means any Security issued hereunder which is not a
Registered Security.

     "YIELD TO MATURITY" means the yield to maturity, calculated by the Company
at the time of issuance of a Series of Securities or, if applicable, at the most
recent determination of interest on such Series in accordance with accepted
financial practice.


                                       3
<PAGE>

     Section 1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                   TERM                                    INDENTURE
                                                            SECTION
<S>                                                        <C>
            "Bankruptcy Law"................................  6.01
            "Custodian".....................................  6.01
            "Event of Default"..............................  6.01
            "Legal Holiday"................................. 11.07
            "Paying Agent"..................................  2.04
            "Registrar".....................................  2.04
            "U.S. Government Obligations"...................  8.01
</TABLE>

     Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC.
     "indenture securities" means the Securities.
     "indenture security holder" means a Holder or a Securityholder.
     "indenture to be qualified" means this Indenture.
     "indenture trustee" or "institutional trustee" means the Trustee.
     "obligor" on the indenture securities means the Company.

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

     Section 1.04 RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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

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

     (3)  "or" is not exclusive; and

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



                                       4
<PAGE>

                                   ARTICLE 2.

                                 THE SECURITIES

     Section 2.01 ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. There may be Registered Securities and Unregistered Securities
within a Series and the Unregistered Securities may be subject to such
restrictions, and contain such legends, as may be required by United States laws
and regulations. All Series of Securities shall be equally and ratably entitled
to the benefits of this Indenture.

     Section 2.02 ESTABLISHMENT OF TERMS AND FORM OF SERIES OF SECURITIES.

     (a) At or prior to the issuance of any Series of Securities, the following
shall be established by a Company Board Resolutions, by one or more Officers of
the Company pursuant to a Company Board Resolution, or by an indenture
supplemental hereto:

          (1) the title of the Securities of the Series (which title shall
distinguish the Securities of the Series from the Securities of any other Series
and from any other securities issued by the Company);

          (2) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture (which
limit shall not pertain to Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05);

          (3) the date or dates on which the principal of the Securities of the
Series is payable;

          (4) the rate or rates at which the Securities of the Series shall bear
interest, if any, or the manner of determining such rate or rates of interest,
the date or dates from which such interest shall accrue, the dates on which such
interest shall be payable, and, with respect to Registered Securities, the
record date for the interest payable on any interest payment date, and the basis
upon which interest shall be calculated if other than on the basis of a 360-day
year of twelve 30-day months;

          (5) the place or places where the principal of and interest on
Registered and Unregistered, if any, Securities of the Series shall be payable;

          (6) the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;


                                       5
<PAGE>

          (7) the obligation, if any, of the Company to redeem or purchase
Securities of the Series pursuant to any sinking fund or analogous provisions or
upon the happening of a specified event or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, and the terms
and conditions upon which, Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

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

          (9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the Series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;

          (10) whether Securities of the Series shall be issuable as Registered
Securities or Unregistered Securities (with or without interest coupons), or
both, and any restrictions applicable to the offering, sale or delivery of
Unregistered Securities and whether, and the terms upon which, Unregistered
Securities of a Series may be exchanged for Registered Securities of the same
Series and vice versa;

          (11) whether and under what circumstances the Company will pay
additional amounts on the Securities of that Series held by a person who is not
a U.S. Person in respect of taxes or similar charges withheld or deducted and,
if so, whether the Company will have the option to redeem such Securities rather
than pay such additional amounts;

          (12) the form or forms of the Securities (or forms thereof if
Unregistered and Registered Securities shall be issuable in such Series),
including such legends as may be required by United States laws or regulations,
the form of any coupons or temporary Global Security which may be issued and the
forms of any certificates, opinions or other documents which may be required
hereunder or under United States laws or regulations in connection with the
offering, sale, delivery or exchange of Unregistered Securities;

          (13) whether the Securities of the Series are issuable as a Global
Security and, in such case, the identity of the Depositary for such Series;

          (14) if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency, including composite currency, in which
payment of the principal of and premium, if any, or interest on the Securities
of the Series shall be payable;

          (15) if the principal of or interest on the Securities of the Series
are to be payable, at the election of the Company or a Holder thereof, in a coin
or currency other than that in which the Securities are stated to be payable,
the coin or currency, including composite currency, in which payment of the
principal of and premium, if any, or interest on the Securities of such Series
as to which such election is made shall be payable, the period or periods within
which, and the terms and conditions upon which, such election may be made;


                                       6
<PAGE>

          (16) if the amount of payments of principal of or interest on the
Securities of the Series may be determined with reference to an index based on
any coin or currency other than that in which the Securities are stated to be
payable, the manner in which such amounts shall be determined; and

          (17) any other terms of the Series (which terms shall not be
inconsistent with the provisions of this Indenture), including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that Series.

     (b) All Securities of any one Series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and
maturity and currency and, except as may otherwise be provided in or pursuant to
a Company Board Resolution or a certificate delivered pursuant to Section
2.02(c) or in an indenture supplemental hereto. All Securities of any one Series
need not be issued at the same time, and, unless otherwise provided, a Series
may be reopened for issuances of additional Securities of such Series.

     (c) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Company Board Resolution, the Company shall
deliver a copy of such Board Resolution to the Trustee at or prior to the
issuance of such Series with (1) the form or forms of the Securities which have
been approved attached thereto; or (2) if such Board Resolution authorizes a
specific Officer or Officers to establish the terms and form or forms of the
Securities, a certificate of such Officer or Officers establishing or providing
for the establishment of the terms and form or forms of the Securities, with
such form or forms of the Securities attached to the certificate establishing
such form or forms.

     (d) Unregistered Securities and their coupons must have the following
statement on their face: "Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws,
including the limitations provided in Section 165(j) and 1287 of the Internal
Revenue Code of 1986, as amended."

     Section 2.03 EXECUTION, AUTHENTICATION, AND DELIVERY.

     (a) The Securities shall be executed on behalf of the Company by its
President, an Executive Vice President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary.
Signatures shall be manual or facsimile. The Company's seal shall be reproduced
on the Securities and may, but need not, be attested. The coupons of
Unregistered Securities shall bear the facsimile signature of the Treasurer or
an Assistant Treasurer of the Company.

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

     (c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent, and no coupon shall be
valid until the Security to


                                       7
<PAGE>

which it appertains has been so authenticated. Such signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture. Each Unregistered Security shall be dated the date of its
authentication.

     (d) The Trustee (or an authenticating agent appointed pursuant to Section
2.03(f)) shall at any time, and from time to time, authenticate and deliver
Securities of any Series executed and delivered by the Company for original
issue in an unlimited aggregate principal amount, upon receipt by the Trustee
(or an authentication agent) of (i) a Company Order or directions pursuant to
such a Company Order for the authentication and delivery of such Securities;
(ii) if the terms and form or forms of the Securities of such Series have been
established by or pursuant to a Board Resolution as permitted pursuant to
Section 2.02, a copy of such Board Resolution and any certificate that may be
required pursuant to Section 2.02(c); and (iii) an Opinion of Counsel stating:

          (1) if the form of such Securities has been established by or pursuant
to a Board Resolution as permitted by Section 2.02, that such form has been
established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been established by or
pursuant to a Board Resolution as permitted by Section 2.02, that such terms
have been established, or provision has been made for their establishment, in
conformity with the provisions of this Indenture; and

          (3) that such Securities, when authenticated and delivered by the
Trustee (or an authenticating agent) and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles.

     If the terms and form or forms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will materially and adversely affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

     Notwithstanding the foregoing, until the Company has notified the Trustee
and the Registrar that, as a result of the action described, the Company would
not suffer adverse consequences under the provisions of United States law or
regulations in effect at the time of the delivery of Unregistered Securities,
(i) delivery of Unregistered Securities will be made only outside the United
States and its possessions, and (ii) Unregistered Securities will be released in
definitive form to the person entitled to physical delivery thereof only upon
presentation of a certificate in the form prescribed by the Company.


                                       8
<PAGE>

          (e) The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution (or certificate of an
Officer or Officers) or supplemental indenture pursuant to Section 2.02 or in
any additional Board Resolution or supplemental indenture which shall reopen a
Series of Securities pursuant to Section 2.02.

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

     Section 2.04 REGISTRAR AND PAYING AGENT.

     The Company shall maintain for each Series of Securities an office or
agency where (subject to Section 2.08) Registered Securities may be presented
for registration of transfer or for exchange ("REGISTRAR") and an office or
agency where (subject to Section 2.05) Securities may be presented for payment
("PAYING AGENT"). With respect to any Series of Securities issued in whole or in
part as Unregistered Securities, the Company shall maintain one or more Paying
Agents located outside the United States and its possessions and shall maintain
such Paying Agents for a period of two years after the principal of such
Unregistered Securities has become due and payable. During any period thereafter
for which it is necessary in order to conform to United States tax law or
regulations, the Company will maintain a Paying Agent outside the United States
and its possessions to which the Unregistered Securities or coupons appertaining
thereto may be presented for payment and will provide the necessary funds
therefor to such Paying Agent upon reasonable notice. The Registrar shall keep a
register with respect to each Series of Securities issued in whole or in part as
Registered Securities and as to their transfer and exchange. The Company may
appoint one or more co-Registrars and one or more additional Paying Agents for
each Series of Securities and the Company may terminate the appointment of any
co-Registrar. The term "Paying Agent" includes any additional Paying Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. If the Company fails to maintain a Registrar or Paying
Agent, the Trustee shall act as such.

     Section 2.05 PAYMENT ON SECURITIES.

          (a) Subject to the following provisions, the Company will pay to
the Trustee or the Paying Agent the amounts, in such coin or currency as is
at the time legal tender for the payment of public or private debt, at the
times and for the purposes set forth herein and in the text of the Securities
of a Series, and the Company hereby authorizes and directs the Trustee or the
Paying Agent, from funds so paid to it, to make or cause to be made payment
of the principal of, interest, and premium, if any, on the Securities and
coupons of each Series as set forth herein and in the text of such Securities
and coupons. The Trustee will arrange directly with any Paying Agent for the
payment, or the Trustee will make payment, from funds furnished by the
Company, of the principal of, interest and premium, if any, on the Securities

                                       9
<PAGE>

and coupons of each Series by check drawn upon a bank specified by the Company
and acceptable to the Trustee.

          (b) Interest, if any, on Registered Securities of a Series shall be
paid on each interest payment date for such Series to the Holder thereof at the
close of business on the relevant record dates specified in the Securities of
such Series. The Company may pay such interest by check mailed to such Holder's
address as it appears on the register for Securities of such Series. Principal
of Registered Securities shall be payable only against presentation and
surrender thereof at the office of the Paying Agent in The City of New York,
unless the Company shall have otherwise instructed the Trustee in writing.

          (c) Anything in Section 2.05(a) or 2.05(b) to the contrary not
withstanding, a Holder of Securities of any Series with an aggregate principal
amount of $5 million or more may request in writing, at least three business
days prior to the relevant interest payment date, that interest be wired to an
account specified by such Holder.

          (d) To the extent provided in the Securities of a Series, (i)
interest, if any, on Unregistered Securities shall be paid only against
presentation and surrender of the coupons for such interest installments as are
evidenced thereby as they mature; and (ii) original issue discount (as defined
in Section 1273 of the Internal Revenue Code of 1986, as amended), if any, on
Unregistered Securities shall be paid only against presentation and surrender of
such Securities; in either case at the office of a Paying Agent located outside
of the United States and its possessions, unless the Company shall have
otherwise instructed the Trustee in writing. Principal of Unregistered
Securities shall be paid only against presentation and surrender thereof as
provided in the Securities of a Series. If at the time a payment of principal of
or interest, if any, or original issue discount, if any, on an Unregistered
Security or coupon shall become due, the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States and
its possessions is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
United States currency, then the Company will instruct the Trustee in writing as
to how and when such payment will be made and may instruct the Trustee to make
such payments at the office of a Paying Agent located in the United States,
provided that the Company has determined that provision for such payment in the
United States would not cause such Unregistered Security to be treated as a
"registration-required obligation" under United States law and regulations.
Unless otherwise instructed in writing by the Company, no payments of interest,
original issue discounts, or principal with respect to Unregistered Securities
shall be made by a Paying Agent (i) by transfer of funds into an account
maintained by the payee in the United States, (ii) mailed to an address in the
United States, or (iii) paid to a United States address by electronic funds
transfer.

     Section 2.06 PAYING AGENT TO HOLD MONEY IN TRUST.

     The Company shall require each Paying Agent, other than the Trustee, to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any or all Series of Securities, or the Trustee, all money
held by the Paying Agent for the payment of


                                       10
<PAGE>

principal or interest on such Series of Securities, and that the Paying Agent
will notify the Trustee of any default by the Company (or any other obligor on
the Securities) in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money held by it for the payment of principal or interest on any Series of
Securities and hold such money as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon so
doing, the Paying Agent shall have no further liability for the money so paid.
The Trustee or the Paying Agent may allow and credit to the Company (or any
other obligor on the Securities) interest on any monies received by it hereunder
at such rate as may be agreed upon with the Company (or any other obligor on the
Securities) from time to time and as may be permitted by law.

     Section 2.07 SECURITYHOLDER LISTS; OWNERSHIP OF SECURITIES.

          (a) The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of each Series of Securities. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee semiannually on or before the last day of
June and December in each year, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require, containing all the information in the possession or control
of the Registrar, the Company or any of the Paying Agents other than the Trustee
as to the names and addresses of Holders of each such Series of Securities.

          (b) Ownership of Registered Securities of a Series shall be proved by
the register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities, or
by a certificate or affidavit executed by the person holding such Unregistered
Securities, or by a depository with whom such Unregistered Securities were
deposited if the certificate or affidavit is satisfactory to the Trustee. The
Company, the Trustee and any agent of the Company may treat the bearer of any
Unregistered Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all purposes.

     Section 2.08 TRANSFER AND EXCHANGE.

          (a) Where Registered Securities of a Series are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Registered Securities of the same Series containing
identical terms and provisions and date of maturity of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met.

          (b) If both Registered and Unregistered Securities are authorized for
a Series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered or
Unregistered Securities containing identical terms and provisions of the same
Series and date of maturity in any authorized denominations upon delivery to the
Registrar (or a Paying Agent, if the exchange is for Unregistered Securities) of
the Unregistered Security with all unmatured coupons and all


                                       11
<PAGE>

matured coupons in default appertaining thereto and if all other requirements of
the Registrar (or such Paying Agent) and such Securities for such exchange are
met, and (ii) Registered Securities may be exchanged for an equal principal
amount of Unregistered Securities of the same Series and date of maturity in any
authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be detached)
upon delivery to the Registrar of the Registered Securities and if all other
requirements of the Registrar (or such Paying Agent) and such Securities for
such exchange are met.

     Notwithstanding the foregoing, the exchange of Unregistered Securities for
Registered Securities or Registered Securities for Unregistered Securities will
be subject to the satisfaction of the provisions of United States law and
regulations in effect at the time of such exchange, and no exchange of
Registered Securities for Unregistered Securities will be made until the Company
has notified the Trustee and the Registrar that, as a result of such exchange,
the Company would not suffer adverse consequences under the provisions of United
States law or regulations.

          (c) To permit registrations of transfers and exchanges the Trustee (or
an authenticating agent) shall authenticate Securities upon instructions of the
Registrar or, if applicable, a Paying Agent upon surrender of Securities for
registration of transfer or for exchange as provided in this Section. The
Company will not make any charge for any registration of transfer or exchange
but may require the payment by the party requesting such registration of
transfer or exchange of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

          (d) Neither the Company nor the Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any Series for the
period of 15 days immediately preceding the selection of any such Securities to
be redeemed, or (ii) to register the transfer of or exchange Securities of any
Series selected, called or being called for redemption as a whole, or the
portion being redeemed of any such Securities selected, called or being called
for redemption in part.

          (e) Unregistered Securities or any coupons appertaining thereto shall
be transferable by delivery.

     Section 2.09 REPLACEMENT SECURITIES.

          (a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee (or an authenticating agent),
the Company shall issue and the Trustee (or an authenticating agent) shall
authenticate a replacement Registered Security, if such surrendered security was
a Registered Security, or a replacement Unregistered Security with coupons
corresponding to the coupons appertaining to the surrendered Security, if such
surrendered Security was an Unregistered Security of the same Series and
containing identical terms and provisions, if the Trustee's (or authenticating
agent's) requirements are met.


                                       12
<PAGE>

          (b) If the Holder of a Security claims that the Security or any coupon
appertaining thereto has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee (or an authenticating agent) shall authenticate a
replacement Registered Security, if such Holder's claim pertains to a Registered
Security, or a replacement Unregistered Security with coupons corresponding to
the coupons appertaining to the lost, destroyed or wrongfully taken Unregistered
Security or the Unregistered Security to which such lost, destroyed or
wrongfully taken coupon appertains, if such Holder's claim pertains to an
Unregistered Security, of the same Series and containing identical terms and
provisions, if the Trustee's requirements are met; provided, however, that the
Trustee (or an authenticating agent) or the Company may require any such Holder
to provide to the Trustee and the Company security or indemnity sufficient in
the judgment of the Company and the Trustee (or an authenticating agent) to
protect the Company, the Trustee (or an authenticating agent) and any Agent from
any loss which any of them may suffer if a Security is replaced. The Company and
the Trustee (or an authenticating agent) may charge the party requesting a
replacement Security for its expenses in replacing a Security.

          (c) Every replacement Security is an additional obligation of the
Company.

          (d) Notwithstanding anything to the contrary contained herein,
replacement Securities need not be issued in any of the circumstances described
in Section 2.09 if the Company or the Trustee (or an authenticating agent) have
notice that the mutilated, lost, destroyed or wrongfully taken Security has been
acquired by a bona fide purchaser.

     Section 2.10 OUTSTANDING SECURITIES.

          (a) Securities outstanding at any time are all Securities
authenticated by the Trustee (or an authenticating agent), except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.

          (b) If a Security is replaced pursuant to Section 2.09, it ceases to
be outstanding until the Trustee (or an authenticating agent) receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

          (c) If the Paying Agent holds on a redemption date or maturity date
money or U.S. Government Obligations sufficient to pay all amounts due on
Securities of any Series on that date, then, on and after that date, all
Securities of such Series cease to be outstanding and interest on them ceases to
accrue.

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

          (e) In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purpose shall be the amount of the principal thereof


                                       13
<PAGE>

that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02;
and (ii) the principal amount of any Security denominated in a currency other
than United States dollars that shall be deemed to be outstanding for such
purposes shall be that amount of United States dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date
for such determination or action (or, if there shall be no applicable record
date, such other date reasonably proximate to the date of such determination or
action), in each case, as the Company shall specify in a written notice to the
Trustee.

     Section 2.11 TREASURY SECURITIES.

     In determining whether the Holders of the requisite principal amount of
Securities of any Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company or an Affiliate of the Company
shall be disregarded, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities of such Series which the Trustee knows are so owned shall be so
disregarded.

     Section 2.12 TEMPORARY SECURITIES.

          (a) Until definitive Registered Securities of any Series are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Registered Securities of such Series. Temporary Registered Securities
of any Series shall be substantially in the form of definitive Registered
Securities of such Series but may have variations that the Company considers
appropriate for temporary Securities. Every temporary Registered Security shall
be executed by the Company, authenticated by the Trustee and registered by the
Registrar, upon the same conditions, and with like effect, as a definitive
Registered Security. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Registered Securities of the same
Series and containing identical terms and provisions in exchange for temporary
Registered Securities.

          (b) Until definitive Unregistered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of a single temporary global
Unregistered Security of that Series. The temporary Unregistered Security or
Securities of any Series shall be substantially in the form approved by or
pursuant to a Board Resolution and shall be delivered to one of the Paying
Agents located outside the United States and its possessions or to such other
person or persons as the Company shall direct against such certification as the
Company may from time to time prescribe by or pursuant to a Board Resolution.
The temporary Unregistered Security or Securities of a Series shall be executed
by the Company and authenticated by the Trustee, upon the same conditions, and
with like effect, as a definitive Unregistered Security of such Series, except
as provided herein or therein. A temporary Unregistered Security or Securities
shall be exchangeable for definitive Unregistered Securities containing
identical terms and provisions at the time and on the conditions, if any,
specified in the temporary Security.


                                       14
<PAGE>

     Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of definitive Unregistered Securities of such Series
so exchanged and endorsed.

     Section 2.13 CANCELLATION.

     The Company at any time may deliver Securities and coupons to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities and coupons surrendered to them for registration of
transfer or for exchange or for payment. Except as otherwise required by this
Indenture, the Trustee shall cancel all Securities and coupons surrendered for
registration of transfer, or for exchange, payment or cancellation, and will
dispose of canceled Securities and coupons as the Company directs; provided,
however, that any Unregistered Securities of a Series delivered to the Trustee
for exchange prior to maturity shall be retained by the Trustee for reissue as
provided herein or in the Securities of such Series. The Company may not issue
new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

     Section 2.14 DEFAULTED INTEREST.

     If the Company defaults on a payment of interest on a Series of Securities,
it shall pay the defaulted interest as provided in such Securities or in any
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed.

     Section 2.15 GLOBAL SECURITIES.

          (a) If the Company shall establish pursuant to Section 2.02 that the
Securities of a particular Series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.03, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the outstanding Securities of such Series, (ii) shall be registered in
the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as otherwise
provided in Section 2.15 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

          (b) Notwithstanding the provisions of Section 2.08, the Global
Security of a Series may be transferred, in whole but not in part and in the
manner provided in Section 2.08, only to another nominee of the Depositary for
such Series, or to a successor Depositary for such Series selected or approved
by the Company or to a nominee of such successor Depositary.

          (c) If at any time the Depositary for a Series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such Series or if at any


                                       15
<PAGE>

time the Depositary for such Series shall no longer be registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depositary for such Series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, this Section 2.15 shall no longer be applicable to the
Securities of such Series and the Company will execute, and, subject to Section
2.08, the Trustee will authenticate and deliver the Securities of such Series,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such Series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any Series shall no longer be represented by a Global Security and
that the provisions of this Section 2.15 shall no longer apply to the Securities
of such Series. In such event the Company will execute and, subject to Section
2.08, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such Series, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such Series in exchange
for such Global Security. Upon the exchange of the Global Security for such
Securities in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities issued in exchange for the Global Security pursuant
to this Section 2.15(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the persons in
whose names such Securities are so registered.

                                   ARTICLE 3.

                                   REDEMPTION

     Section 3.01 NOTICE TO THE TRUSTEE.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or any part thereof, or may
covenant to redeem and pay the Series of Securities or any part thereof, before
maturity at such time and on such terms as provided for in such Securities. The
election of the Company to redeem any Securities shall be evidenced by a Company
Order. In case of any redemption at the election of the Company of all or less
than all of the Securities of any Series with the same issue date, interest rate
and stated maturity, the Company shall, at least 60 days prior to the redemption
date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such redemption date and of the principal amount
and redemption price of Securities of such Series to be redeemed.

     Section 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any Series with the same issue date,
interest rate and stated maturity are to be redeemed, the particular Securities
to be redeemed shall be selected, not more than 60 days prior to the redemption
date, by the Trustee from the outstanding Securities of such Series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of


                                       16
<PAGE>

portions of the principal amount of Securities of such Series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security of such Series not redeemed to less than the
minimum denomination for a Security of that Series established pursuant to
Section 2.02. The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption by it and, in the case of any Securities
selected for partial redemption, the amount thereof to be redeemed.

     Section 3.03 NOTICE OF REDEMPTION.

          (a) At least 30 days but not more than 90 days before a redemption
date, unless a shorter period is specified in the Securities to be redeemed, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Registered Securities that are to be redeemed.

          (b) If Unregistered Securities are to be redeemed, notice of
redemption shall be published in an Authorized Newspaper in each of The City of
New York, London, and, if such Securities to be redeemed are listed on the
Luxembourg Stock Exchange, Luxembourg once in each of four successive calendar
weeks, the first publication to be not less than 30 nor more than 90 days before
the redemption date.

          (c) All notices shall identify the Series of Securities to be redeemed
and shall state:

               (1) the redemption date;

               (2)  the redemption price;

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

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

               (5) that Securities of the Series called for redemption and all
          unmatured coupons, if any, appertaining thereto must be surrendered to
          the Paying Agent to collect the redemption price; and

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

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

     If the Company gives the notice of redemption, the Company shall promptly
provide the Trustee with evidence satisfactory to the Trustee of its compliance
with the notice requirements of this Section.


                                       17
<PAGE>

     Section 3.04 EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed or published, Securities of a Series
called for redemption become due and payable on the redemption date and from and
after such date (unless the Company shall default in the payment of the
redemption price) such Securities shall cease to bear interest. Upon surrender
to the Paying Agent of such Securities together with all unmatured coupons, if
any, appertaining thereto, such Securities shall be paid at the redemption price
plus accrued interest to the redemption date, but installments of interest due
on or prior to the redemption date will be payable, in the case of Unregistered
Securities, to the bearers of the coupons for such interest upon surrender
thereof, and, in the case of Registered Securities, to the Holders of such
Securities of record at the close of business on the relevant record dates.

     Section 3.05 DEPOSIT OF REDEMPTION PRICE.

     On or before the redemption date, the Company shall deposit with the
Trustee or the Paying Agent money sufficient to pay the redemption price of and
(unless the redemption date shall be an interest payment date) interest accrued
to the redemption date on all Securities to be redeemed on that date.

     Section 3.06 SECURITIES REDEEMED IN PART.

     Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee or the authenticating agent shall authenticate for the
Holder of that Security a new Security or Securities of the same Series, the
same form, and the same maturity in authorized denominations equal in aggregate
principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4.

                                    COVENANTS

     Section 4.01 PAYMENT OF SECURITIES.

          (a) The Company shall pay the principal of, premium, if any, and
interest on the Securities on the dates and in the manner provided herein and in
the Securities. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment.

          (b) The Company shall pay interest on overdue principal of a Security
of any Series at the rate of interest (or Yield to Maturity in the case of
Original Issue Discount Securities) borne by such Security of that Series; to
the extent lawful, it shall pay interest on overdue installments of interest at
the same rate.

     Section 4.02 REPORTS BY THE COMPANY.

     The Company covenants:


                                       18
<PAGE>

          (a) to file with the Trustee, within 20 days after the Company has
filed the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company may be required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Exchange Act, or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed from time to time by the SEC, such of the supplementary
and periodic information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

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

          (c) to transmit by mail to all Holders of Registered Securities, as
the names and addresses of such Holders appear on the register for each Series
of Securities, and to such Holders of Unregistered Securities as have, within
the two years preceding such transmission, filed their names and addresses with
the Trustee for that purpose, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 4.02 as
may be required by rules and regulations prescribed from time to time by the
SEC.

     Section 4.03 LIEN ON ASSETS.

     If at any time the Company mortgages, pledges or otherwise subjects to any
lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided in this Section 4.03, the Company
will secure the outstanding Securities, and any other obligations of the Company
which may then be outstanding and entitled to the benefit of a covenant similar
in effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge, or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
(i) to the creation, extension, renewal or refunding of (a) mortgages or liens
created or existing at the time property is acquired, (b) mortgages or liens
created within 180 days thereafter, or (c) mortgages or liens for the purpose of
securing the cost of construction or improvement of property; or (ii) to the
making of any deposit or pledge to secure public or statutory obligations or
with any governmental agency at any time required by law in order to qualify the
Company to conduct its business or any part thereof in order to entitle it to
maintain self-insurance or to obtain the benefits of any law relating to
workmen's compensation, unemployment insurance, old age pensions or other social
security, or with any court, board, commission, or governmental agency as
security incident to the proper conduct of any proceeding before it. Nothing
contained in this Indenture prevents any entity other than the Company from


                                       19
<PAGE>

mortgaging, pledging, or subjecting to any lien any of its property or assets,
whether or not acquired from the Company.

                                   ARTICLE 5.

                              SUCCESSOR CORPORATION

     Section 5.01 WHEN THE COMPANY MAY MERGE, ETC.

     The Company may consolidate with, or merge into, or be merged into, or
transfer or lease its properties and assets substantially as an entirety to, any
person provided (i) that the person is a corporation which assumes by
supplemental indenture all the obligations of the Company under the Securities
and any coupons appertaining thereto and under this Indenture; and (ii) that
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing. Thereafter, all such obligations of the Company shall
terminate.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

     Section 6.01 EVENTS OF DEFAULT.

     An "Event of Default" occurs with respect to the Securities of any Series
if:

               (1) the Company defaults in the payment of interest on any
Security of that Series when the same becomes due and payable and the Default
continues for a period of 90 days;

               (2) the Company defaults in the payment of the principal of any
Security of that Series when the same becomes due and payable at maturity, upon
redemption or otherwise;

               (3) the Company fails to comply with any of its other agreements
in the Securities of that Series, in this Indenture or in any supplemental
indenture under which the Securities of that Series may have been issued, and
the Default continues for the period and after the notice specified below;

               (4) the Company, pursuant to or within the meaning of any
Bankruptcy Law:

               (a) commences a voluntary case,

               (b) consents to the entry of an order for relief against it in an
involuntary case,

               (c) consents to the appointment of a Custodian of it or for all
or substantially all of its property, or


                                       20
<PAGE>

               (d) makes a general assignment for the benefit of its creditors;
or

               (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that:

               (a) is for relief against the Company in an involuntary case,

               (b) appoints a Custodian of the Company or for all or
substantially all of its property, or

               (c) orders the liquidation of the Company and the order or decree
remains unstayed and in effect for 90 days.

     The term "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

     A Default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of all the outstanding
Securities of that Series notify the Company (and the Trustee in the case of
notification by such Holders) of the Default and the Company does not cure the
Default within 90 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied, and state that the notice is a "Notice of
Default."

     Section 6.02 ACCELERATION.

     If an Event of Default occurs with respect to the Securities of any Series
and is continuing, the Trustee, by notice to the Company, or the Holders of at
least 25% in principal amount of all of the outstanding Securities of that
Series, by notice to the Company and the Trustee, may declare the principal (or,
if the Securities of that Series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that Series)
of all the Securities of that Series to be due and payable. Upon such
declaration, such principal (or, in the case of Original Issue Discount
Securities, such specified amount) shall be due and payable immediately. The
Holders of a majority in principal amount of all of the Securities of that
Series, by notice to the Trustee, may rescind such a declaration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.

     Section 6.03 OTHER REMEDIES AVAILABLE TO TRUSTEE.

          (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of or interest
on the Securities of the Series that is in default or to enforce the performance
of any provision of the Securities of that Series or this Indenture.


                                       21
<PAGE>

          (b) The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

     Section 6.04 WAIVER OF EXISTING DEFAULTS.

     The Holders of a majority in principal amount of any Series of Securities
by notice to the Trustee may waive an existing Default with respect to that
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security.

     Section 6.05 CONTROL BY MAJORITY.

     The Holders of a majority in principal amount of the Securities of each
Series affected (with each such Series voting as a class) may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that would involve the Trustee in personal liability.

     Section 6.06 LIMITATION ON SUITS BY SECURITYHOLDERS.

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

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

          (2) the Holders of at least 25% in principal amount of the Securities
of that Series make a written request to the Trustee to pursue the remedy;

          (3) such Holder or Holders offer to the Trustee indemnity satisfactory
to the Trustee against any loss, liability, or expense to be, or which may be,
incurred by the Trustee in pursuing the remedy;

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

          (5) during such 60 day period, the Holders of a majority in principal
amount of the Securities of that Series do not give the Trustee a direction
inconsistent with the request.

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


                                       22
<PAGE>

     Section 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

     Section 6.08 COLLECTION SUITS BY TRUSTEE.

     If a Default specified in Section 6.01(1) or (2) occurs and continues for
the period specified therein, if any, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of such principal and interest then in default.

     Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relating to the Company or
its creditors or property.

     Section 6.10 PRIORITIES.

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

     FIRST: to the Trustee for amounts due it under Section 7.07;

     SECOND: to Holders of Securities in respect of which or for the benefit of
which such money has been collected for amounts due and unpaid on such
Securities for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Securities for
principal and interest, respectively; and

     THIRD: to the person or persons lawfully entitled thereto, or as a court of
competent jurisdiction may direct.

     The Trustee may fix a record date (with respect to Registered Securities)
and payment date for any such payment to Holders of Securities.

     Any such record date shall not be less than 10 days nor more than 60 days
prior to the applicable payment date.

     Section 6.11 UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion


                                       23
<PAGE>

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

                                   ARTICLE 7.

                                     TRUSTEE

     Section 7.01 DUTIES OF TRUSTEE.

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

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

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

               (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon notices,
     certificates, opinions or other documents furnished to the Trustee and
     conforming to the requirements of this Indenture. However, the Trustee
     shall examine the notices, certificates, opinions or other documents
     to determine whether or not they conform to the requirements of this
     Indenture.

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

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

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

               (3) The Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Sections 6.04 and 6.05.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraph (a), (b), and (c) of this Section.


                                       24
<PAGE>

          (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

     Section 7.02 RIGHTS OF TRUSTEE.

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

          (b) Before the Trustee acts or refrains from acting, it may consult
with counsel or require an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on a Board Resolution, the written advice of counsel
acceptable to the Company and the Trustee, a certificate of an Officer or
Officers delivered pursuant to Section 2.02(b), an Officers' Certificate, or an
Opinion of Counsel.

          (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

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

          (e) Except as otherwise provided in Section 7.01, the Trustee shall
not be liable for any action or omission of any Agent which is not the Trustee.

     Section 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

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

     Section 7.04 TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities. It shall not be accountable for the Company's use
of the proceeds from the Securities or for monies paid over to the Company or by
the Company to any Holders or to any Paying Agent pursuant to the Indenture, and
it shall not be responsible for any statement in the Securities other than its
certificate of authentication.


                                       25
<PAGE>

     Section 7.05 NOTICE OF DEFAULTS.

     If a Default occurs and is continuing with respect to the Securities of any
Series and if it is known to the Trustee, the Trustee shall mail to each Holder
of a Security of that Series entitled to receive reports pursuant to Section
4.02(c) (and, if Unregistered Securities of that Series are outstanding, shall
cause to be published at least once in an Authorized Newspaper in each of The
City of New York, London, and, if Securities of that Series are listed on The
Luxembourg Stock Exchange, Luxembourg) notice of the Default within 90 days
after it occurs. Except in the case of a Default in payment on the Securities of
any Series, the Trustee may withhold the notice if and so long as its Corporate
Trust Committee or a committee of its Responsible Officers in good faith
determines that withholding such notice is in the interests of Securityholders
of that Series.

     Section 7.06 REPORTS BY TRUSTEE TO HOLDERS.

          (a) Within 60 days after each anniversary date of the first issue of a
Series of Securities, the Trustee shall mail to each Securityholder of that
Series entitled to receive reports pursuant to Section 4.02(c) a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b).

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

     Section 7.07 COMPENSATION AND INDEMNITY.

          (a) The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with the performance of its duties under this
Indenture. Such expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.

          (b) The Company shall indemnify the Trustee against any loss or
liability incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim, and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent.

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


                                       26
<PAGE>

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

          (e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

     Section 7.08 REPLACEMENT OF TRUSTEE.

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

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

          (c) The Company may remove the Trustee with respect to Securities of
any Series if:

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

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

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

               (4) the Trustee becomes incapable of acting.

     In addition, the Company may remove the Trustee with respect to Securities
of any Series without cause if the Company gives written notice to the Trustee
of such proposed removal at least six months in advance of the proposed
effective date of such removal; provided, however, that such removal shall not
become effective if a Default exists on the date of the giving of such notice or
occurs prior to the date such removal is scheduled to become effective.

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

          (e) If a successor Trustee with respect to the Securities of any
Series does not take office within 30 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the Securities of the


                                       27
<PAGE>

applicable Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

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

          (h) All provisions of this Section 7.08 except subparagraphs (c)(1)
and (d) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (g) shall apply also to any Paying Agent located outside the U.S.
and its possessions and required by Section 2.04.

          (i) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) Series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver a
supplemental indenture wherein such successor Trustee shall accept such
appointment, and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those Series to which the appointment of such
successor Trustee relates; (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those Series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee; and (3) 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 hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.


                                       28
<PAGE>

     Section 7.09 SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.

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

     Section 7.10 ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee with respect to each Series of
Securities who satisfies the requirements of TIA Section 310(a)(1).

     The Trustee shall always have a combined capital and surplus of at least
$10,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9), except that
there shall be excluded from the operation of TIA Section 310(b)(1) each Series
of Securities and all indentures of the Company or any of its Affiliates now or
hereafter existing which may be excluded under the proviso of TIA Section
310(b)(1).

     Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

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

                                   ARTICLE 8.

                             DISCHARGE OF INDENTURE

     Section 8.01 TERMINATION OF THE COMPANY'S OBLIGATIONS.

          (a) The Company reserves the right to terminate all of its obligations
under the Securities and this Indenture with respect to the Securities of any
Series or any installment of principal, premium, if any, or interest on that
Series if the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations sufficient to pay, when due, principal, premium, if
any, and interest on the Securities of that Series to maturity or redemption or
such installment of principal and premium, if any, or interest, as the case may
be, and if all other conditions set forth in the Securities of that Series are
met. The Company shall designate the installment or installments of principal or
interest to be so satisfied.

          (b) However, the Company's obligations in Sections 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03 and 8.04 shall survive until the
Securities are no longer outstanding. Thereafter, the Company's obligations in
Sections 7.07, 8.03 and 8.04 shall survive.


                                       29
<PAGE>

          (c) Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

          (d) After a deposit by the Company in accordance with this Section in
respect of the Securities of a Series, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the Series in respect of which the deposit has been made and under
this Indenture with respect to the Securities of that Series except for those
surviving obligations specified above.

          (e) In order to have money available on a payment date to pay
principal of and premium, if any, or interest on the Securities of any Series,
the U.S. Government Obligations shall be payable as to principal of or interest
on or before such payment date in such amounts as will provide the necessary
money. U.S. Government Obligations shall not be callable at the issuer's option.

            (f) "U.S. Government Obligations" means:

               (i) direct obligations of the United States of America for the
          payment of which the full faith and credit of the United States of
          America is pledged; or

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

     Section 8.02 APPLICATION OF TRUST MONEY.

     The Trustee shall hold money or U.S. Government Obligations deposited with
it pursuant to Section 8.01. It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities of
each Series in respect of which the deposit shall have been made.

     Section 8.03 REPAYMENT TO THE COMPANY.

          (a) Subject to the provisions of Section 7.07(d), the Trustee and the
Paying Agent shall promptly pay to the Company, upon request, any money or
securities held by them at any time in excess of that required for the payment
of principal, premium, if any, or interest on the Securities.

          (b) The Trustee and the Paying Agent shall promptly pay to the
Company, upon request, any money held by them for the payment of principal or
interest that remains unclaimed for two years. After that, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an abandoned property law designates


                                       30
<PAGE>

another person. Upon payment to the Company, the Trustee and Paying Agent are
released of any further obligation or liability with respect to the utilization
of such moneys.

     Section 8.04 INDEMNITY FOR GOVERNMENT OBLIGATIONS.

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

                                   ARTICLE 9.

                             AMENDMENTS AND WAIVERS

     Section 9.01 WITHOUT CONSENT OF HOLDERS.

     The Company and the Trustee may enter into one or more supplemental
indentures without consent of any Securityholder for any of the following
purposes:

          (1) to cure any ambiguity, defect, or inconsistency herein, in the
Securities of any Series;

          (2) to comply with Article 5;

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

          (4) to add to the covenants of the Company for the benefit of the
Holders of all or any Series of Securities (and if such covenants are to be for
the benefit of less than all Series of Securities, stating that such covenants
are expressly being included solely for the benefit of such Series) or to
surrender any right or power herein conferred upon the Company;

          (5) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;

          (6) to secure the Securities pursuant to Section 4.03;

          (7) to make any change that does not adversely affect the rights of
any Securityholder in any material respect; or

          (8) to provide for the issuance of and establish the form and terms
and conditions of Securities of any Series as provided in Section 2.02, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any Series of Securities, or to add to the rights
of the Holders of any Series of Securities.


                                       31
<PAGE>

     Section 9.02 WITH CONSENT OF HOLDERS.

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

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

               (2) change the rate of or change the time for payment of interest
          on any Security;

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

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

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

               (6) make any change in Section 6.04, 6.07, or 9.02(a) (third
          sentence).

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

          (c) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities as
are entitled to receive reports pursuant to Section 4.02(c). Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


                                       32
<PAGE>

     Section 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment to this Indenture or the Securities of one or more Series
shall be set forth in a supplemental indenture that complies with the TIA as
then in effect.

     Section 9.04 REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security even if a notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security if the Trustee receives a
written notice of revocation before the date the amendment or waiver becomes
effective. After an amendment or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or wavier.

     Section 9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

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

     Section 9.06 TRUSTEE PROTECTED.

     The Trustee need not sign any supplemental indenture that adversely affects
its rights or obligations.

                                   ARTICLE 10.

                                  SINKING FUNDS

     Section 10.01 APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any Series is herein referred to as "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such Series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any Series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.02. Each sinking fund payment shall be applied to the redemption
of Securities of any Series as provided for by the terms of Securities of such
Series.


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<PAGE>

     Section 10.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such Series to be made pursuant to the
terms of such Securities as provided for by the terms of such Series, (1)
deliver outstanding Securities of such Series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), and (2) apply as a credit
Securities of such Series which have been redeemed either at the election of the
Company pursuant to the terms of such Series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, provided that such Series of Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the redemption price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities of any Series in lieu of cash payments pursuant to this
Section 10.02, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $500,000, the
Trustee shall not call Securities of such Series for redemption, except upon
Company Order, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that Series purchased by the Company having an
unpaid principal amount equal to the cash payment required to be released to the
Company.

     Section 10.03 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash, and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 10.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.03. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.04, 3.05 and 3.06.


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<PAGE>

                                   ARTICLE 11.

                                  MISCELLANEOUS

     Section 11.01 TRUST INDENTURE ACT CONTROLS.

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

     Section 11.02 NOTICES.

          (a) Any notice or communication by the Company or the Trustee is duly
given if in writing and delivered in person or mailed by certified mail:

          if to the Company to:

          U S West Communications, Inc.
          1801 California Street
          Denver, Colorado  80202
          Attention:  Treasurer

          if to the Trustee to:

          Bank One Trust Company, N.A.
          One Bank One Plaza
          Suite IL1-0126
          Chicago, Illinois 60670-0126
          Attention:  Global Corporate Trust Services

          (b) The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.

          (c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.02(c) shall be mailed by first-class mail
to the addresses for Holders of Registered Securities shown on the register kept
by the Registrar and to addresses filed with the Trustee for other Holders.
Failure to so mail a notice or communication or any defect in such notice or
communication shall not affect its sufficiency with respect to other Holders of
Securities of that or any other Series entitled to receive notice.

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

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


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<PAGE>

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

     Section 11.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

     Section 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

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

          (2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

     Section 11.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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


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<PAGE>

     Section 11.06 RULES BY TRUSTEE AND AGENTS.

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

     Section 11.07 LEGAL HOLIDAYS.

     Except as may otherwise be provided in the form of Securities of any
particular Series pursuant to the provisions of this Indenture, a "Legal
Holiday" is a Saturday, Sunday, or a day on which banking institutions are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

     Section 11.08 GOVERNING LAW.

     The laws of the State of New York shall govern this Indenture, the
Securities and any coupons appertaining thereto.

     Section 11.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

     Section 11.10 NO RECOURSE AGAINST OTHERS.

     No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     Section 11.11 EXECUTION IN COUNTERPARTS.

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

     Section 11.12 CURRENCIES.

     Except as may otherwise be provided in the form of Securities of any
particular Series pursuant to the provisions of this Indenture, all references
in this Indenture or in the Securities to "dollars," "$," or any similar
reference shall be to the currency of the United States of America.


                                       37
<PAGE>

                                   ARTICLE 12.

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 12.01 APPLICABILITY OF ARTICLE.

     Securities of any Series which are repayable at the option of the Holders
thereof before their stated maturity shall be repaid in accordance with the
terms of the Securities of such Series.

























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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                    U S WEST COMMUNICATIONS, INC.
                                    By: /s/ Sean P. Foley
                                       ------------------
                                    Name:  Sean P. Foley
                                    Title: Vice President and Treasurer

(SEAL)
Attest: /s/ Thomas O. Mcgimpsey
       ------------------------
Name:  Thomas O. McGimpsey
Title: Assistant Secretary


                                    BANK ONE TRUST COMPANY, N.A.,
                                    as Trustee
                                    By: /s/ Stephen M. Wagner
                                       ----------------------
                                    Name:  Stephen M. Wagner
                                    Title: Director

(SEAL)
Attest: /s/ Diane M. Swanson
       ------------------------
Name:  Diane M. Swanson
Title: Account Executive









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