<PAGE>

                                                                     Exhibit 4.1

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






                           TEEKAY SHIPPING CORPORATION

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee


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


                          Supplemental Indenture No. 1

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


                        Dated as of February ____ , 2003









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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>               <C>                                                      <C>

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Relation to Base Indenture.................................1

Section 102.      Definition of Terms........................................2


                                   ARTICLE TWO
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 201.      Designation and Principal Amount...........................5

Section 202.      Maturity...................................................5

Section 203.      Form, Payment and Appointment..............................5

Section 204.      Global Notes...............................................6

Section 205.      Interest...................................................6

Section 206.      Extension Of Interest Payment Period.......................7

Section 207.      Subordination..............................................8

Section 208.      No Defeasance..............................................8

Section 209.      No Sinking Fund............................................9


                                  ARTICLE THREE
                                  FORM OF NOTE

Section 301.      Form Of Note...............................................9


                                  ARTICLE FOUR
                             ORIGINAL ISSUE OF NOTES

Section 401.      Original Issue Of Notes....................................9


                                  ARTICLE FIVE
                             ORIGINAL ISSUE DISCOUNT

Section 501.      Original Issue Discount....................................9
</TABLE>


                                       i

<PAGE>


<TABLE>
<S>               <C>                                                      <C>

                                  ARTICLE SIX
                                  REMARKETING

Section 601.      Remarketing Procedures.....................................9

Section 602.      Remarketing...............................................10

Section 603.      Reset Rate................................................11

Section 604.      Failed Remarketing........................................11

Section 605.      Put Right.................................................11

Section 606.      Additional Event of Default...............................12


                                 ARTICLE SEVEN
                                 TAX TREATMENT

Section 701.      Tax Treatment.............................................12

Section 702.      Additional Amounts........................................13


                                 ARTICLE EIGHT
                                 MISCELLANEOUS

Section 801.      Ratification Of Base Indenture............................15

Section 802.      Trustee Not Responsible For Recitals......................15

Section 803.      New York Law To Govern....................................15

Section 804.      Separability..............................................15

Section 805.      Counterparts..............................................15

Exhibit A - Form of Note
Exhibit B - Pledge Agreement
Exhibit C - Purchase Agreement
Exhibit D - Remarketing Agreement
</TABLE>


                                       ii

<PAGE>



         THIS SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental Indenture No.
1"), dated as of February [___], 2003, is between TEEKAY SHIPPING CORPORATION, a
Marshall Islands corporation (the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS, the Company has concurrently herewith executed and delivered
to the Trustee a Subordinated Indenture dated as of February [___], 2003 (the
"Base Indenture", and together with this Supplemental Indenture No. 1, the
"Indenture"), providing for the issuance from time to time of series of the
Company's Securities (as defined in the Base Indenture);

         WHEREAS, Section 901 of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301 of the Base Indenture;

         WHEREAS, pursuant to Section 301 of the Base Indenture, the Company
wishes to provide for the issuance of a new series of Securities to be known as
its [___]% Notes due [_____] (the "Notes"), the form of such Notes and the
terms, provisions and conditions thereof to be set forth as provided in this
Supplemental Indenture No. 1; and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture No. 1, and all requirements necessary to make this
Supplemental Indenture No. 1 a valid, binding and enforceable instrument in
accordance with its terms, and to make the Notes, when executed by the Company
and authenticated and delivered by the Trustee, the valid, binding and
enforceable obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture No. 1 has been duly
authorized in all respects;

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH:

         In consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101. Relation to Base Indenture.

         This Supplemental Indenture No. 1 constitutes an integral part of the
Base Indenture.


                                       1

<PAGE>

         Section 102. Definition of Terms.

         For all purposes of this Supplemental Indenture No. 1:

         (a) Capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture, or, if not defined in the Base
Indenture, in the Pledge Agreement, the Purchase Contract Agreement or the
Remarketing Agreement, as the case may be;

         (b) a term defined anywhere in this Supplemental Indenture No. 1 has
the same meaning throughout;

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

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

         (e) the following terms have the meanings given to them in this Section
102(e):

         "Additional Amounts" shall have the meaning set forth in Section
702(a).

         "Base Indenture" has the meaning set forth in the recitals to this
Supplemental Indenture No. 1.

         "Beneficial Owner" shall have the meaning specified in the Purchase
Contract Agreement.

         "Business Day" shall have the meaning specified in the Purchase
Contract Agreement.

         "Collateral Account" shall have the meaning specified in the Pledge
Agreement.

         "Collateral Agent" shall have the meaning specified in the Pledge
Agreement.

         "Company" means Teekay Shipping Corporation, a Marshall Islands
Corporation.

         "Compounded Interest" shall have the meaning set forth in Section
206(a).

         "Corporate Units" shall have the meaning specified in the Purchase
Contract Agreement.

         "Coupon Rate" shall have the meaning set forth in Section 205(a).

         "Custodial Agent" shall have the meaning specified in the Purchase
Contract Agreement.

         "Deferred Interest" shall have the meaning set forth in Section 206(a).


                                       2

<PAGE>

         "Depositary" means a clearing agency registered under Section 17A of
the Securities Exchange Act of 1934, as amended, that is designated to act as
Depositary for the Corporate Units pursuant to the Purchase Contract Agreement.

         "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

         "Extension Period" shall have the meaning set forth in Section 206(a).

         "Excluded Additional Amounts" shall have the meaning set forth in
Section 702(a).

         "Failed Remarketing" shall have the meaning specified in the Purchase
Contract Agreement.

         "Global Notes" shall have the meaning set forth in Section 204.

         "Holders" shall have the meaning specified in the Purchase Contract
Agreement.

         "Indenture" shall have the meaning set forth in the recitals to this
Supplemental Indenture No. 1.

         "Interest Payment Date" shall have the meaning set forth in Section
205(b).

         "Maturity Date" shall have the meaning specified in Section 202.

         "Notes" has the meaning set forth in the recitals to this Supplemental
Indenture No. 1.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date of
this Supplemental Indenture No. 1 among the Company, The Bank of New York, as
Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank of
New York, as Purchase Contract Agent and attorney-in-fact for the Holders of the
Purchase Contracts, as amended from time to time.

         "Purchase Contract" shall have the meaning specified in the Purchase
Contract Agreement.

         "Purchase Contract Agent" shall have the meaning specified in the
Purchase Contract Agreement.

         "Purchase Contract Agreement" means the Purchase Contract Agreement,
dated as of the date of this Supplemental Indenture No. 1, between the Company
and The Bank of New York, as Purchase Contract Agent, as amended from time to
time.

         "Purchase Contract Settlement Date" means February 16, 2006.

         "Put Price" shall have the meaning set forth in Section 605.


                                       3

<PAGE>

         "Put Right" shall have the meaning set forth in Section 605.

         "Quotation Agent" means any primary U.S. government securities dealer
selected by the Company.

         "Record Date" means, with respect to any Interest Payment Date for the
Notes, the first Business Day of the calendar month in which such Interest
Payment Date falls; provided that the Company may, at its option, select any
other day as the Record Date for any Interest Payment Date so long as such
Record Date selected is more than one Business Day but less than 60 Business
Days prior to such Interest Payment Date.

         "Remarketed Notes" shall have the meaning specified in the Remarketing
Agreement.

         "Remarketing" shall have the meaning specified in the Remarketing
Agreement.

         "Remarketing Agent" means Morgan Stanley & Co. Incorporated, or any
successor thereto or replacement Remarketing Agent appointed by the Company
pursuant to the Remarketing Agreement.

         "Remarketing Agreement" means the Remarketing Agreement, dated as of
the date of this Supplemental Indenture No. 1, among the Company, Morgan Stanley
& Co. Incorporated, as Remarketing Agent, and The Bank of New York, as Purchase
Contract Agent, as amended from time to time.

         "Remarketing Date" shall have the meaning specified in the Remarketing
Agreement.

         "Remarketing Fee" shall have the meaning specified in the Remarketing
Agreement.

         "Remarketing Price" shall have the meaning set forth in Section 602.

         "Reset Effective Date" means the date three Business Days following the
date of a Successful Remarketing pursuant to which the Coupon Rate is reset to
the Reset Rate.

         "Reset Rate" means the interest rate per annum on the Notes determined
by the Remarketing Agent as the rate necessary to remarket the Remarketed Notes
at a price per Remarketed Note such that the aggregate price for the Remarketed
Notes is equal to approximately 100.25% (but not less than 100%, net of any
Remarketing Fee and any other fees and expenses) of their aggregate principal
amount; provided that if there are no Corporate Units outstanding and none of
the Holders elect to have Separate Notes held by them remarketed, or in the case
of a Failed Remarketing, the interest rate payable on the Notes will not be
reset and the interest rate payable on the Notes shall continue to be the Coupon
Rate; provided, further, that in no event shall the Reset Rate exceed the
maximum rate, if any, permitted by applicable law.

         "Securities Intermediary" shall have the meaning specified in the
Pledge Agreement.


                                       4

<PAGE>

         "Security Register" shall have the meaning specified in the Purchase
Contract Agreement.

         "Separate Notes" means Notes that are no longer a component of
Corporate Units.

         "Successful Remarketing" shall have the meaning specified in the
Purchase Contract Agreement.

         "Taxes" shall have the meaning set forth in Section 702(a).

         "Taxing Jurisdictions" shall have the meaning set forth in Section
702(a).

         "Treasury Units" shall have the meaning specified in the Purchase
Contract Agreement.

         "Trustee" means The Bank of New York, a New York banking corporation.

                                  ARTICLE TWO
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

         Section 201. Designation and Principal Amount.

         There is hereby authorized a series of Securities designated as [____]%
Notes due May 18, 2006 limited in aggregate principal amount to $125,000,000 (or
up to $143,750,000 to the extent that the underwriters' over-allotment option is
exercised in full). The Notes may be issued from time to time upon written order
of the Company for the authentication and delivery of Notes pursuant to Section
303 of the Base Indenture.

         Section 202. Maturity.

         The date upon which the Notes shall become due and payable at final
maturity, together with any accrued and unpaid interest, is May 18, 2006 (the
"Maturity Date").

         Section 203. Form, Payment and Appointment.

         (a) Except as provided in Section 204, the Notes shall be issued in
fully registered, certificated form, bearing identical terms. Principal of and
interest on the Notes will be payable, the transfer of such Notes will be
registrable, and such Notes will be exchangeable for Notes of a like aggregate
principal amount bearing identical terms and provisions, at the office or agency
of the Company maintained for such purpose in the Borough of Manhattan, The City
of New York, which shall initially be the Corporate Trust Office of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled to payment.

         (b) No service charge shall be made for any registration of transfer or
exchange of the Notes, but the Company may require payment from the Holder of a
sum


                                       5

<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

         (c) The Security Registrar and Paying Agent for the Notes shall
initially be the Trustee.

         (d) The Notes shall be issuable in denominations of $25 and integral
multiples of $25 in excess thereof.

         Section 204. Global Notes.

         Notes that are no longer components of the related Corporate Units (as
defined in the Purchase Contract Agreement) and are released from the Collateral
Account will be issued in permanent global form (a "Global Note"), and if issued
as one or more Global Notes, the Depositary shall be The Depository Trust
Company or such other depositary as any officer of the Company may from time to
time designate. Upon the creation of Treasury Units or the recreation of
Corporate Units, an appropriate annotation shall be made on the Schedule of
Increases or Decreases on the Global Notes held by the Depositary. Unless and
until such Global Note is exchanged for Notes in certificated form, Global Notes
may be transferred, in whole but not in part, and any payments on the Notes
shall be made, only to the Depositary or a nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

         Section 205. Interest.

         (a) The Notes will bear interest initially at the rate of [___]% per
year (the "Coupon Rate") from the original date of issuance through and
including the earlier of (i) the Maturity Date and (ii) the day immediately
preceding the Reset Effective Date. In the event of a Successful Remarketing of
the Notes, the Coupon Rate may be reset by the Remarketing Agent at the
appropriate Reset Rate with effect from the Reset Effective Date, as set forth
in Section 603. If the Coupon Rate is so reset, the Notes will bear interest at
the Reset Rate from the Reset Effective Date until the principal thereof and
interest thereon is paid or duly made available for payment and shall bear
interest, to the extent permitted by law, compounded quarterly, on any overdue
principal and payment of interest at the Coupon Rate through and including the
day immediately preceding the Reset Effective Date and at the Reset Rate
thereafter.

         (b) Subject to Section 206, interest on the Notes shall be payable
quarterly in arrears on February 16, May 16, August 16 and November 16 of each
year (each, an "Interest Payment Date"), commencing May 16, 2003, to the Person
in whose name such Note, or any predecessor Note, is registered at the close of
business on the Record Date for such Interest Payment Date; provided, however,
that May 16, 2006 shall not be an Interest Payment Date and the Interest Payment
Date immediately following February 16, 2006 shall be May 18, 2006. Interest on
the Notes shall accrue from February ___, 2003.

         (c) The amount of interest payable for any full quarterly period will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
The amount of interest payable for any period shorter than a full quarterly
period for which interest is computed


                                       6

<PAGE>

will be computed on the basis of a 30-day month and, for any period less than a
month, on the basis of the actual number of days elapsed per 30-day month. In
the event that any scheduled Interest Payment Date falls on a day that is not a
Business Day, then payment of interest payable on such Interest Payment Date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next calendar year, then such payment will be made on the
preceding Business Day.

         Section 206. Extension Of Interest Payment Period.

         (a) The Company shall have the right at any time and from time to time,
so long as no Event of Default with respect to the Notes has occurred and is
continuing, to defer payments of interest by extending the interest payment
period of the Notes to any subsequent Interest Payment Date, but not beyond
February 16, 2006 (an "Extension Period"). Prior to the expiration of any
Extension Period, the Company may further extend such Extension Period to any
subsequent Interest Payment Date, but not beyond February 16, 2006. During any
Extension Period, including as the same may be extended as provided in the
preceding sentence, no interest shall be due and payable. To the extent
permitted by applicable law, interest, the payment of which has been deferred
because of the extension of the interest payment period pursuant to this Section
206, will accrue additional interest at the rate of [____]% per annum to but
excluding the date of payment, compounded quarterly for each quarter of such
Extension Period ("Compounded Interest"). At the end of each Extension Period,
including as the same may be extended as provided above, the Company shall pay
all interest accrued and unpaid on the Notes and Compounded Interest (together,
"Deferred Interest") that shall be payable to the Person in whose name such
Note, or any predecessor Note, is registered at the close of business on the
Record Date for such Interest Payment Date. Upon termination of any Extension
Period and the payment of all Deferred Interest then due, the Company may
commence a new Extension Period, provided that such Extension Period, together
with all extensions thereof, may not extend beyond February 16, 2006. No
interest shall be due and payable during an Extension Period except at the end
thereof, except that prior to the end of such Extension Period, the Company, at
its option, may prepay on any Interest Payment Date all or any portion of the
Deferred Interest accrued during the then elapsed portion of such Extension
Period.

         (b) The Company shall give written notice to the Trustee (and the
Trustee shall give notice thereof to Holders of Notes) of its election to extend
any interest payment period, the expected length of any such Extension Period
and any extension of any Extension Period, at least five Business Days before
the earlier of (1) the Record Date for the Interest Payment Date on which
interest would have been payable except for the election to begin or extend the
Extension Period, or (2) the date the Trustee is required to give notice to any
securities exchange or to Holders of Notes of such Record Date or such Interest
Payment Date.

         (c) The Company shall give written notice to the Trustee (and the
Trustee shall give notice thereof to Holders of Notes) of the end of an
Extension Period or its election to pay any portion of the Deferred Interest on
an Interest Payment Date prior to the end of an Extension Period, at least five
Business Days before the earlier of (1) the Record Date, (2) the Interest
Payment Date on which interest would have been payable except for the election
to


                                       7

<PAGE>

begin or extend such Extension Period or (3) the date the Trustee is required to
give notice to any securities exchange or to Holders of Notes of such Record
Date or such Interest Payment Date.

         (d) In addition to the covenants contained in Article Ten of the Base
Indenture, the Company covenants and agrees for the benefit of the Holders of
Notes that, during the continuance of any Extension Period, the Company shall
not:

                   (1) declare or pay dividends on, make other distributions
     with respect to, or redeem, purchase or acquire, or make a liquidation
     payment with respect to, any shares of the Company's capital stock;

                   (2) permit any Subsidiary of the Company to declare or pay
     dividends on, make other distributions with respect to, or redeem, purchase
     or acquire, or make a liquidation payment with respect to, any shares of
     the Company's or such Subsidiary's capital stock; provided that the
     foregoing will not restrict any Subsidiary of the Company from declaring or
     paying such dividends, or making such distributions, to the Company or any
     other Subsidiary of the Company;


                   (3) make any payment of principal, interest or premium, if
     any, or repay, repurchase or redeem any security that ranks pari passu with
     the Notes; or

                   (4) make any payment of principal, interest or premium, if
     any, on or repay, repurchase or redeem any debt securities that rank
     subordinate in right of payment to the Notes or make any guarantee payments
     with respect to any guarantee by the Company of the Indebtedness of any
     Subsidiary of the Company if such guarantee ranks subordinate in right of
     payment to the Notes.

         Section 207. Subordination.

         (a) Subject to Subsection (b) of this Section, the provisions of
Article Sixteen of the Base Indenture shall initially apply to the Notes.

         (b) Notwithstanding Section 207(a), from and after February 16, 2006,
unless an Event of Default set forth in Sections 501(5) or (6) of the Base
Indenture shall have occurred and be continuing (without regard, in the case of
Section 501(5), to the period of continuance referred to therein), (1) the
provisions of Article Sixteen of the Base Indenture shall no longer apply to the
Notes, (2) the Notes shall rank equally in right of payment to all of the
then-existing and future unsubordinated Indebtedness of the Company and (3) the
Notes shall be considered Senior Indebtedness pursuant to the definition thereof
in the Base Indenture and for the purposes of the application of Article Sixteen
of the Base Indenture to any Securities, other than the Notes, issued pursuant
to the Base Indenture.

         Section 208. No Defeasance.

         The provisions of Article Fourteen of the Base Indenture shall not
apply to the Notes.


                                       8

<PAGE>

         Section 209. No Sinking Fund.

         The provisions of Article Twelve of the Base Indenture shall not apply
to the Notes.

                                 ARTICLE THREE
                                  FORM OF NOTE

         Section 301. Form Of Note.

         The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms attached as Exhibit A
hereto, with such changes therein as the officers of the Company executing the
Notes (by manual or facsimile signature) may approve, such approval to be
conclusively evidenced by their execution thereof.

                                  ARTICLE FOUR
                             ORIGINAL ISSUE OF NOTES

         Section 401. Original Issue Of Notes.

         Notes in the aggregate principal amount of up to $125,000,000 (or up to
$143,750,000 to the extent that the underwriters' over-allotment option is
exercised in full) may from time to time, upon execution of this Supplemental
Indenture No. 1, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Notes to or upon the written order of the Company pursuant to Section 303 of the
Base Indenture without any further action by the Company (other than as required
by the Base Indenture).

                                  ARTICLE FIVE
                             ORIGINAL ISSUE DISCOUNT

         Section 501. Original Issue Discount.

         If the Company defers payments of interest pursuant to Section 206, the
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Notes that are Outstanding as of the
end of the year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the United States Internal
Revenue Code of 1986, as amended from time to time.

                                  ARTICLE SIX
                                   REMARKETING

         Section 601. Remarketing Procedures.

         (a) The Company shall engage the Remarketing Agent pursuant to the
Remarketing Agreement for the Remarketing of the Notes. The Company will
request, not later than seven nor more than fifteen calendar days prior to the
Remarketing Date, that the


                                       9

<PAGE>

Depositary or its nominee notify the Beneficial Owners holding Separate Notes,
Corporate Units and Treasury Units of the procedures to be followed in the
Remarketing.


         (b) Each Holder of Separate Notes may elect to have Separate Notes held
by such Holder remarketed in the Remarketing. A Holder making such an election
must, pursuant to the Pledge Agreement, notify the Custodial Agent and deliver
such Separate Notes to the Custodial Agent prior to 5:00 P.M. (New York City
time) on or prior to the fifth Business Day immediately preceding the
Remarketing Date (but no earlier than the Interest Payment Date immediately
preceding the Remarketing Date). Any such notice and delivery may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Any such notice and delivery may be withdrawn prior to 5:00 P.M.
(New York City time) on the fifth Business Day immediately preceding the
Remarketing Date in accordance with the provisions set forth in the Pledge
Agreement. Any such notice and delivery not withdrawn by such time will be
irrevocable with respect to the Remarketing. Pursuant to Section 5.07(c) of the
Pledge Agreement, promptly after 5:00 P.M., New York City time, on the Business
Day immediately preceding the Remarketing Date, the Custodial Agent, based on
the notices and deliveries received by it prior to such time, shall notify the
Remarketing Agent of the principal amount of Separate Notes to be tendered for
Remarketing. Under Section 5.02 of the Purchase Contract Agreement, Notes that
are components of Corporate Units will be deemed tendered for Remarketing and
will be remarketed in accordance with the terms of the Remarketing Agreement.

         (c) The right of each Holder of Remarketed Notes to have such Notes
remarketed and sold on the Remarketing Date shall be limited to the extent that
(1) the Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement, (2) the Remarketing Agent is able to find a purchaser or
purchasers for Remarketed Notes at the Remarketing Price and (3) the purchaser
or purchasers deliver the purchase price therefor to the Remarketing Agent as
and when required.

         (d) Neither the Trustee, the Company nor the Remarketing Agent shall be
obligated in any case to provide funds to make payment upon tender of Notes for
Remarketing.

         Section 602. Remarketing.

         On the Remarketing Date, the Remarketing Agent shall, pursuant and
subject to the terms of the Remarketing Agreement use its reasonable efforts to
remarket the Remarketed Notes at a price (the "Remarketing Price") equal to
approximately 100.25% (or, if the Remarketing Agent is unable to remarket the
Remarketed Notes at such price, at a price below 100.25% in the discretion of
the Remarketing Agent, but in no event less than 100%, net of any Remarketing
Fee and any other fees and expenses) of the aggregate principal amount of the
Remarketed Notes. It is understood and agreed that the Remarketing will be
considered successful if the resulting proceeds are at least 100% (net of any
Remarketing Fee and any other fees and expenses) of the aggregate principal
amount of the Remarketed Notes.


                                       10

<PAGE>

         Section 603. Reset Rate.

         (a) In connection with the Remarketing, the Remarketing Agent shall
determine the Reset Rate (rounded to the nearest one-thousandth (0.001) of one
percent per annum) that the Remarketed Notes should bear in order to have an
aggregate market value equal to the Remarketing Price and that in the sole
discretion of the Remarketing Agent will enable it to remarket all of the
Remarketed Notes at the Remarketing Price in the Remarketing.

         (b) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and the
Remarketing Agent shall have no obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes and shall rely
solely upon written notice from the Company (which the Company agrees to provide
prior to the eighth Business Day before the Remarketing Date) as to whether or
not there is any such limitation and, if so, the maximum permissible Reset Rate.

         (c) In the event of a Failed Remarketing or if no Notes are included in
Corporate Units and none of the Holders of the Separate Notes elect to have
their Notes remarketed in the Remarketing, the applicable interest rate on the
Notes will not be reset and will continue to be the Coupon Rate.

         (d) In the event of a Successful Remarketing, the Coupon Rate shall be
reset to the Reset Rate as determined by the Remarketing Agent under the
Remarketing Agreement. The Company shall cause a notice of the Reset Rate to be
published in an Authorized Newspaper in The City of New York, which is expected
to be The Wall Street Journal.

         Section 604. Failed Remarketing.

         (a) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Remarketed Notes at the
Remarketing Price pursuant to the terms and conditions of the Remarketing
Agreement, a Failed Remarketing shall be deemed to have occurred, and the
Remarketing Agent shall advise, by telephone, the Depositary, the Purchase
Contract Agent and the Company, and return any Remarketed Notes that may be held
to it to the Collateral Agent or the Custodial Agent, as the case may be.

         (b) The Company shall cause a notice of such Failed Remarketing to be
published in an Authorized Newspaper in The City of New York, which is expected
to be The Wall Street Journal.

         Section 605. Put Right.

         (a) If there has not been a Successful Remarketing prior to the
Purchase Contract Settlement Date, all Holders of Notes will, subject to this
Section, have the right (the "Put Right") to require the Company to purchase
their Notes, on the Purchase Contract Settlement Date, at a price per Note equal
to $25 plus accrued and unpaid interest to but excluding the Purchase Contract
Settlement Date (the "Put Price").


                                       11

<PAGE>
 (b) The Put Right of Holders of Notes that are part of Corporate Units will be
deemed automatically exercised at 11:00 a.m., New York City time, on the second
Business Day immediately preceding the Purchase Contract Settlement Date, unless
such Holders (1) prior to 11:00 a.m., New York City time, on the second Business
Day immediately preceding the Purchase Contract Settlement Date, provide written
notice to the Purchase Contract Agent of their intention to settle the related
Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m. on the
Business Day immediately preceding the Purchase Contract Settlement Date,
deliver to the Securities Intermediary for deposit in the Collateral Account the
amount necessary to settle the related Purchase Contract, in each case pursuant
to and in accordance with the Purchase Contract Agreement. Unless a Holder of a
Corporate Unit has settled the related Purchase Contract with separate cash on
or prior to the Purchase Contract Settlement Date, the Company, on the Purchase
Contract Settlement Date, shall cause the Put Price to be deposited in the
Collateral Account and the Collateral Agent shall cause the Securities
Intermediary to remit the Purchase Price for the shares of Common Stock to be
issued under the related Purchase Contract from a portion of the proceeds of the
Put Right to the Company in full satisfaction of such Holder's obligations under
the related Purchase Contract. Any remaining amount of the Put Price following
satisfaction of the related Purchase Contract will be paid to such Holder of a
Corporate Unit. If the Company shall fail to pay the Put Price on the Purchase
Contract Settlement Date in accordance with the foregoing, the Company shall be
deemed to have netted its obligation to pay the Put Price against the obligation
of a Holder of a Note that is a component of a Corporate Unit to pay the
Purchase Price under the related Purchase Contract on the Purchase Contract
Settlement Date.

         (c) The Put Right of a Holder of a Separate Note shall only be
exercisable upon delivery of a notice to the Trustee by such Holder on or prior
to the second Business Day prior to the Purchase Contract Settlement Date. On or
prior to the Purchase Contract Settlement Date, the Company shall deposit with
the Trustee immediately available funds in an amount sufficient to pay, on the
Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes
with respect to which a Holder has exercised a Put Right. In exchange for any
Separate Notes surrendered pursuant to the Put Right, the Trustee shall then
distribute such amount to the Holders of such Separate Notes.

         Section 606. Additional Event of Default.

         In addition to the events listed as Events of Default in Section 501 of
the Base Indenture, it shall be an additional Event of Default with respect to
the Notes, if the Company defaults in the payment of the Put Price with respect
to any Note following the exercise of the Put Right by any Holder in accordance
with Section 605, other than where the Put Price is deemed netted against the
Purchase Price under the Purchase Contract pursuant to the last sentence of
Section 605(b).

                                 ARTICLE SEVEN
                                  TAX TREATMENT

         Section 701. Tax Treatment.

         The Company agrees, and by acceptance of the Notes, each Holder of
Notes will be deemed to have agreed (1) for United States federal, state and
local income and franchise tax purposes to treat the acquisition of a Corporate
Unit as the acquisition of the Note and the Purchase Contract constituting the
Corporate Units and (2) to treat the Notes as indebtedness for United States
federal, state and local income and franchise tax purposes.


                                       12

<PAGE>

         Section 702. Additional Amounts.

         (a) All payments made by the Company under or with respect to the Notes
(including interest payments payable on the Notes) shall be made free and clear
of and without withholding or deduction for or an account of any present or
future tax, duty, levy, impost, assessment or other governmental charge
(hereinafter "Taxes") imposed or levied by or on behalf of the Republic of the
Marshall Islands or any jurisdiction from or through which payment on the Notes
is made, or any jurisdiction in which any successor to the Company is organized
or is engaged in business for tax purposes, or any political subdivision
thereof, or by any authority or agency therein or thereof having power to tax (a
"Taxing Jurisdiction"), unless the Company is required to withhold or deduct
Taxes by law or by the interpretation or administration thereof. If the Company
is so required to withhold or deduct any amount of interest for or on account of
Taxes from any payment made under or with respect to the Notes, the Company
shall pay such additional amounts of interest ("Additional Amounts") as may be
necessary so that the net amount received by each Holder (including Additional
Amounts) after such withholding or deduction will not be less than the amount
the Holder would have received if such Taxes had not been withheld or deducted;
provided that the Company shall not pay Additional Amounts in connection with
any Taxes that are imposed due to any of the following ("Excluded Additional
Amounts"):

          (1)  the Holder or beneficial owner of the Notes has some connection
               with the Taxing Jurisdiction other than merely holding the Notes
               or receiving payments on the Notes (such as citizenship,
               nationality, residence, domicile, or existence of a business, a
               permanent establishment, a dependent agent, a place of business
               or a place of management present or deemed present within the
               Taxing Jurisdiction);

          (2)  any tax imposed on, or measured by net income;

          (3)  the Holder or beneficial owner of the Notes fails to comply with
               any certification, identification or other reporting requirements
               concerning its nationality, residence, identity or connection
               with the Taxing Jurisdiction, if (A) such compliance is required
               by applicable law, regulation, administrative practice or treaty
               as a precondition to exemption from all or a part of the Tax, (B)
               the Holder or beneficial owner of the Notes is able to comply
               with such requirements without undue hardship and (C) at least 30
               calendar days prior to the first payment date with respect to
               which such requirements under the applicable law, regulation,
               administrative practice or treaty shall apply, the Company shall
               have notified such Holder that such Holder will be required to
               comply with such requirements;

          (4)  the Holder of the Notes fails to present (where presentation is
               required) its Notes within 30 calendar days after the Company has
               made available to the Holder a payment, provided that the Company
               shall pay Additional Amounts which a Holder would


                                       13

<PAGE>

               have been entitled to had the Notes owned by such Holder been
               present on any day (including the last day) within such 30-day
               period;

          (5)  any estate, inheritance, gift, value added, use or sales taxes or
               any similar Taxes;

          (6)  where any Additional Amounts are imposed on a payment on the
               Notes to an individual and are required to be made pursuant to
               any European Union Directive on the taxation of saving
               implementing the conclusions of the ECOFIN Council meeting of
               November 26-27, 2000 or any law implementing or complying with,
               or introduced in order to conform, to such Directive; or

          (7)  where the Holder or beneficial owner of the Notes could avoid any
               Additional Amounts by requesting that a payment on the Notes be
               made by, or presenting the relevant Notes for payment to, another
               paying agent located in a Member State of the European Union.

         (b) The Company shall also (1) make such withholding or deduction and
(2) remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law. The Company shall furnish to the Holders of the
Notes, within 30 days after the date the payment of any Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the
Company.

         (c) The Company shall indemnify and hold harmless each Holder of the
Notes for the amount (other than Excluded Additional Amounts) of (1) any Taxes
not withheld or deducted by us and levied or imposed by a Taxing Jurisdiction
and paid by such Holder as a result of payments made under or with respect to
the Notes, (2) any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, and (3) any Taxes imposed by a Taxing
Jurisdiction with respect to any reimbursement under clause (1) or (2) of this
Section.

         (d) At least 30 days prior to each date on which any payment under or
with respect to the Notes is due and payable, if the Company is aware that it
will be obligated to pay Additional Amounts with respect to such payment, the
Company shall deliver to the Trustee an officers' certificate stating the fact
that such Additional Amounts will be payable, the amounts so payable and such
other information necessary to enable the Trustee to pay such Additional Amounts
to Holders on the payment date. Whenever in the Indenture there is mentioned, in
any context, the payment of any amount payable under or with respect to any
Notes, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

         (e) The Company shall pay any stamp, administrative, court,
documentary, excise or property taxes arising in a Taxing Jurisdiction in
connection with the Additional Amounts and shall indemnify the Holders of the
Notes for any such taxes paid by the Holders of the Notes.


                                       14

<PAGE>

                                 ARTICLE EIGHT
                                  MISCELLANEOUS

         Section 801. Ratification Of Base Indenture.

         The Base Indenture, as supplemented by this Supplemental Indenture No.
1, is in all respects ratified and confirmed, and this Supplemental Indenture
No. 1 shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.

         Section 802. Trustee Not Responsible For Recitals.

         The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture No. 1.

         Section 803. New York Law To Govern.

         THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH NOTE SHALL BE DEEMED TO BE
CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Section 804. Separability.

         In case any one or more of the provisions contained in this
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, then, to the extent permitted
by law, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Supplemental Indenture No. 1 or of the Notes, but this
Supplemental Indenture No. 1 and the Notes shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or
therein.

         Section 805. Counterparts.

         This Supplemental Indenture No.1 may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


                                       15

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
No. 1 to be duly executed, as of the day and year first written above.


                                           TEEKAY SHIPPING CORPORATION


                                           By _________________________________
                                               Name:
                                               Title:






                                           THE BANK OF NEW YORK, as Trustee


                                           By _________________________________
                                               Name:
                                               Title:








                                       16

<PAGE>

                                                                       EXHIBIT A

                           [SENIOR SUBORDINATED NOTE]

[IF THIS NOTE IS TO BE A GLOBAL NOTE, INSERT:]

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                           TEEKAY SHIPPING CORPORATION

                         [____]% Notes due May 18, 2006

                             CUSIP: [______________]

                 No. ______________               $_____________

         TEEKAY SHIPPING CORPORATION, a Marshall Islands corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to___________, or registered assigns, the principal sum as set
forth in the Schedule of Increases or Decreases In Note attached hereto, which
amount shall not exceed _________, on May 18, 2006 (such date is hereinafter
referred to as the "Maturity Date"), and to pay interest thereon from February
___, 2003 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, subject to the right to defer interest as
provided in the Indenture hereinafter referred to, quarterly in arrears on
February 16, May 16, August 16 and November 16 (each, an "Interest Payment
Date") of each year, commencing May 16, 2003, provided, however, that May 16,
2006 shall not be an Interest Payment Date and the Interest Payment Date
immediately following February 16, 2006 shall be May 18, 2006, at the rate of
[___]% per annum through and including the day immediately preceding the Reset
Effective Date, if any, and thereafter at the Reset Rate, if any, on the basis
of a 360-day year consisting of twelve 30-day months, until the principal


                                      A-1
<PAGE>

hereof is paid or duly provided for or made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) to pay
interest, compounded quarterly, at the rate of [___]% per annum on any overdue
principal and payment of interest through and including the day immediately
preceding the Reset Effective Date, if any, and thereafter at the Reset Rate, if
any. The Reset Rate, if any, shall be established pursuant to the terms of the
Indenture and the Remarketing Agreement. The amount of interest payable for any
period shorter than a full quarterly period for which interest is computed will
be computed on the basis of a 30-day month and, for any period less than a
month, on the basis of the actual number of days elapsed per 30-day month. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Record Date for such Interest Payment Date.


         Payment of the principal of and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The City of
New York, which shall initially be the Corporate Trust Office of the Trustee, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the Holder at such address as shall appear in the Security Register or by wire
transfer to an account appropriately designated by the Holder entitled to
payment.

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:  ______________________

                                             TEEKAY SHIPPING CORPORATION


                                             By:_______________________________
                                                 Name:
                                                 Title:

Attest:
By:___________________________
    Name:
    Title:




                                      A-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION
     This is one of the Notes referred to in the within mentioned Indenture.


Dated:  _____________


THE BANK OF NEW YORK, as Trustee


By: _____________________________
       Authorized Signatory


<PAGE>

                             FORM OF REVERSE OF NOTE

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under a Subordinated Indenture (the "Base Indenture"), dated as of
February [_], 2003, between the Company and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee), as
amended and supplemented by Supplemental Indenture No. 1, dated as of February
[_], 2003, between the Company and the Trustee (the "Supplemental Indenture No.
1", and together with the Base Indenture, the "Indenture"), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $125,000,000 (or up to
$143,750,000 to the extent that the underwriters' over-allotment option is
exercised).

         All terms used in this Note that are defined in the Indenture shall
have the meaning assigned to them in the Indenture.

         Subject to the terms and conditions of Section 206 of the Supplemental
Indenture No. 1, the Company shall have the right at any time and from time to
time, so long as no Event of Default with respect to the Notes has occurred and
is continuing, to defer payments of interest by extending the interest payment
period of the Notes to any subsequent Interest Payment Date, but not beyond
February 16, 2006 (an "Extension Period"). Prior to the expiration of any
Extension Period, the Company may further extend such Extension Period to any
subsequent Interest Payment Date, but not beyond February 16, 2006. During any
Extension Period, including as the same may be extended as provided in the
preceding sentence, no interest shall be due and payable. To the extent
permitted by applicable law, interest, the payment of which has been deferred
because of the extension of the interest payment period pursuant to Section 206
of the Supplemental Indenture No. 1, will accrue additional interest at the rate
of [___]% per annum to but excluding the date of payment, compounded quarterly
for each quarter of such Extension Period ("Compounded Interest"). At the end of
each Extension Period, including as the same may be extended as provided above,
the Company shall pay all interest accrued and unpaid on the Notes and
Compounded Interest (together, "Deferred Interest") that shall be payable to the
Person in whose name such Note, or any predecessor Note, is registered at the
close of business on the Record Date for such Interest Payment Date. Upon
termination of any Extension Period and the payment of all Deferred Interest
then due, the Company may commence a new Extension Period, provided that such
Extension Period, together with all extensions thereof, may not extend beyond
February 16, 2006. No interest shall be due and payable during an Extension
Period except at the end thereof, except that prior to the end of such Extension
Period, the Company, at its option, may prepay on any Interest Payment Date all
or any portion of the Deferred Interest accrued during the then elapsed portion
of such Extension Period.

         The indebtedness evidenced by this Note is initially, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Note is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Note by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may


                                      R-1

<PAGE>

be necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
Holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such Holder upon said provisions.

         Subject to the terms and conditions of the Indenture, from and after
February 16, 2006, unless an Event of Default set forth in Sections 501(5) or
(6) of the Base Indenture shall have occurred and be continuing (without regard,
in the case of Section 501(5) to the period of continuance referred to therein),
(1) the subordination provisions set forth in Article Sixteen of the Base
Indenture shall no longer apply to this Note, (2) the indebtedness represented
by this Note shall rank equally in right of payment to all of the then-existing
and future unsubordinated Indebtedness of the Company and (3) the indebtedness
represented by this Note shall be considered Senior Indebtedness pursuant to the
definition thereof in the Base Indenture and for the purposes of the application
of Article Sixteen of the Base Indenture to any Securities other than the Notes
issued pursuant to the Base Indenture.

         If there has not been a Successful Remarketing prior to the Purchase
Contract Settlement Date, the Holders of the Notes will have the right, and may
be obligated, to require the Company to purchase the Notes on the Purchase
Contract Settlement Date, all as more fully described in the Supplemental
Indenture No.1. Pursuant and subject to Section 702 in the Supplemental
Indenture No.1, if the Company is required to withhold or deduct any amount of
interest for or on account of Taxes from any payment made under or with respect
to the Notes, the Company shall pay the Additional Amounts on the Notes.

         The Notes are not entitled to the benefit of any sinking fund and will
not be subject to defeasance or covenant defeasance.

         If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

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

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest, subject to the
interest period extension


                                      R-2

<PAGE>

provisions of the Indenture, on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series of a different authorized denomination, as requested by the Holder
surrendering the same.

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

         The Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Company agrees, and by acceptance of the Notes, each Holder of
Notes will be deemed to have agreed (1) for United States federal, state and
local income and franchise tax purposes to treat the acquisition of a Corporate
Unit as the acquisition of the Note and the Purchase Contract constituting the
Corporate Unit and (2) to treat the Notes as indebtedness for United States
federal, state and local income and franchise tax purposes.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.


                                      R-3

<PAGE>


                                   ASSIGNMENT


FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

______________________________________________________________________________

______________________________________________________________________________

(Insert assignee's social security or tax identification number)

______________________________________________________________________________

______________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.

Date: _____________

                                   Signature:

                                   __________________________________


                                   Signature Guarantee:

                                   __________________________________


       (Sign exactly as your name appears on the other side of this Note)


<PAGE>


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

By: ______________________________
     Name:
     Title:



                                   ________________________________
                                   as Trustee


                                   By: ____________________________
                                        Name:
                                        Title:



Attest:


By: _______________________________
     Name:
     Title:


<PAGE>


                   SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $_________. The following increases
or decreases in a part of this Note have been made:

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