Exhibit 4.1

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                       NATIONWIDE FINANCIAL SERVICES, INC.



                                       TO



                            WILMINGTON TRUST COMPANY



                                     Trustee

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




                          THIRD SUPPLEMENTAL INDENTURE



                          Dated as of February 13, 2003


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

                                  $200,000,000

                          5.625% Senior Notes due 2015


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<PAGE>


                               TABLE OF CONTENTS/1
                               --------------------

                                                                            Page


ARTICLE I 5.625% Senior Notes DUE 2015........................................2

   SECTION 1.01   ESTABLISHMENT...............................................2
   SECTION 1.02   DEFINITIONS.................................................2
   SECTION 1.03   PAYMENT OF PRINCIPAL AND INTEREST...........................2
   SECTION 1.04   DENOMINATIONS...............................................3
   SECTION 1.05   GLOBAL SECURITIES...........................................3
   SECTION 1.06   REDEMPTION AT THE OPTION OF THE COMPANY.....................4
   SECTION 1.07   PAYING AGENT................................................5

ARTICLE II Miscellaneous Provisions...........................................5

   SECTION 2.01   RECITALS BY CORPORATION.....................................5
   SECTION 2.02   RATIFICATION AND INCORPORATION OF ORIGINAL INDENTURE........5
   SECTION 2.03   EXECUTED IN COUNTERPARTS....................................5


EXHIBIT A  Form of 5.625% Senior Note due 2015
EXHIBIT B  Certificate of Authentication


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1 This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.


<PAGE>



          THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 13th day of
February, 2003, by and between NATIONWIDE FINANCIAL SERVICES, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Company has heretofore entered into a Senior Indenture,
dated as of November 1, 2001 (the "Original Indenture") with Wilmington Trust
Company, as Trustee;

          WHEREAS, the Company has heretofore entered into a First Supplemental
Indenture, dated as of November 19, 2001 (the "First Supplemental Indenture")
with Wilmington Trust Company, as Trustee;

          WHEREAS, the Company has heretofore entered into a Second Supplemental
Indenture, dated as of June 24, 2002 (the "Second Supplemental Indenture") with
Wilmington Trust Company, as Trustee;

          WHEREAS, the Original Indenture, First Supplemental Indenture and
Second Supplemental Indenture are incorporated herein by this reference and the
Original Indenture, First Supplemental Indenture and Second Supplemental
Indenture, as may be amended and supplemented to the date hereof, including by
this Third Supplemental Indenture, is herein called the "Indenture";

          WHEREAS, under the Indenture, a new series of Securities may at any
time be established in accordance with the provisions of the Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;

          WHEREAS, the Company proposes to create under the Indenture a new
series of Securities;

          WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified, and all Securities issued by the Company of any
one series need not be issued at the same time and, unless otherwise so
provided, a series may be reopened for issuances of additional Securities of
such series; and

          WHEREAS, all conditions necessary to authorize the execution and
delivery of this Third Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.

          NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:



<PAGE>


                                   ARTICLE I
                          5.625% Senior Notes DUE 2015

          SECTION 1.01 ESTABLISHMENT. There is hereby established a new series
of Securities to be issued under the Indenture, to be designated as the
Company's 5.625% Senior Notes due 2015 (the "5.625% Notes").

          There are to be authenticated and delivered $200,000,000 principal
amount of 5.625% Notes, and no further 5.625% Notes shall be authenticated and
delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the
Original Indenture or except in connection with a reopening of a series as
provided below. The 5.625% Notes shall be issued in definitive fully registered
form without coupons. A series may be reopened for issuances of additional
5.625% Notes.

          The 5.625% Notes shall be in substantially the form set out in Exhibit
A hereto, and the form of the Trustee's Certificate of Authentication for the
5.625% Notes shall be in substantially the form set forth in Exhibit B hereto.

          Each 5.625% Note shall be dated the date of authentication thereof and
shall bear interest from the date of original issuance thereof or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for.

          SECTION 1.02 DEFINITIONS. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

          "Interest Payment Dates" means February 13 and August 13, commencing
August 13, 2003.

          "Regular Record Date" means February 1 and August 1.

          "Stated Maturity" means February 13, 2005.

          SECTION 1.03 PAYMENT OF PRINCIPAL AND INTEREST. The unpaid principal
amount of the 5.625% Notes shall bear interest at the rate of 5.625% per annum
until paid or duly provided for, such interest to accrue from February 13, 2003
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for. Interest shall be paid semiannually in arrears on each
Interest Payment Date to the Person in whose name the 5.625% Notes are
registered on the Regular Record Date for such Interest Payment Date; provided
that interest payable at the Stated Maturity or on a Redemption Date as provided
herein will be paid to the Person to whom principal is payable. Any such
interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the Holders on such Regular Record Date and will be paid
to the Person or Persons in whose name the 5.625% Notes are registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Company ("Special Record Date"), notice whereof
shall be given to Holders of the 5.625% Notes not less than fifteen (15) days
prior to such Special Record Date, as more fully provided in the Original
Indenture.


                                       2

<PAGE>


          Payments of interest on the 5.625% Notes will include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the 5.625% Notes shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
the 5.625% Notes is not a Business Day, then payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the date the payment was originally payable.

          Payment of the principal, premium, if any, and interest on the 5.625%
Notes shall be made at the office of the Paying Agent 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, with any such payment that is due at the
Stated Maturity or on an earlier Redemption Date of any 5.625% Notes being made
upon surrender of such 5.625% Notes to the Paying Agent. Payments of interest
(including interest on any Interest Payment Date) will be made, subject to such
surrender where applicable, at the option of the Company, (i) by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer at such place and to such account at
a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto.

          SECTION 1.04 DENOMINATIONS. The 5.625% Notes may be issued in
denominations of $1,000 or any integral multiple thereof.

          SECTION 1.05 GLOBAL SECURITIES. The 5.625% Notes will initially be
issued in the form of one or more Global Securities registered in the name of
the Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, 5.625% Notes
represented by such Global Security or Global Securities will not be
exchangeable for, and will not otherwise be issuable as, 5.625% Notes in
definitive form. The Global Securities described above may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor Depositary or its nominee.

          A Global Security shall be exchangeable for 5.625% Notes registered in
the names of the persons other than the Depositary or its nominee only if (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as a Depositary for such Global Security and no successor Depositary shall have
been appointed by the Company within 90 days of receipt by the Company of such
notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, at a time when
the Depositary is required to be so registered to act as such Depositary and no
successor Depositary shall have been appointed by the Company within 90 days
after it becomes aware of such cessation, (ii) the Company in its sole
discretion determines that such Global Security shall be so exchangeable or
(iii) an Event of Default shall have occurred. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for 5.625%
Notes registered in such names as the Depositary shall direct.


                                       3

<PAGE>


          SECTION 1.06 REDEMPTION AT THE OPTION OF THE COMPANY. The 5.625% Notes
will be redeemable, in whole or in part, at the option of the Company at any
time or from time to time at a redemption price equal to the greater of :

     o    100% of the aggregate principal amount of the 5.625% Notes to be
          redeemed; or

     o    as determined by the Quotation Agent (defined below), the sum of the
          present value of the remaining scheduled payments of principal on the
          5.625% Notes, together with the present value of all remaining and
          scheduled semi-annual interest payments on the 5.625% Notes,
          discounted to the Redemption Date on a semi-annual basis (assuming a
          360-day year consisting of twelve 30-day months) at the Treasury Rate
          (defined below) plus 20 basis points (the "Make-Whole Amount");

together in each case with accrued interest payments to the Redemption Date.

          For purposes of determining the Make-Whole Amount, the following
definitions apply:

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the 5.625% Notes to be redeemed that would be utilized at the time of
selection, and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such 5.625% Notes.

          "Comparable Treasury Price" means with respect to any Redemption Date
(1) the average of three Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest of five Reference Treasury Dealer
Quotations, or (2) if the fewer than five Reference Treasury Dealer Quotations
are obtained, the average of all Reference Treasury Dealer Quotations.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

          "Redemption Date" means the date fixed for redemption of the 5.625%
Notes.

          "Reference Treasury Dealer" means a primary independent United States
government securities dealer.

          "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed, in each case, as a percentage of its principal amount) quoted
in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30
p.m., New York City time, on the third business day preceding the Redemption
Date.

          "Treasury Rate" means the rate per annum equal to the semi-annual
equivalent or interpolated (on a day-count basis) yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.


                                       4

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         The Company will mail a notice of redemption at least 30 days but not
more than 60 days before the Redemption Date to each holder of the 5.625% Notes
to be redeemed. If less than all of the 5.625% Notes are to be redeemed, the
Trustee will select, by such method as it will deem fair and appropriate,
including pro rata or by lot, the 5.625% Notes to be redeemed in whole or in
part.

          Unless the Company defaults in payment of the redemption price, on and
after the Redemption Date, interest will cease to accrue on the 5.625% Notes or
portions thereof called for redemption.

          SECTION 1.07 PAYING AGENT. The Trustee shall initially serve as Paying
Agent with respect to the 5.625% Notes, with the Place of Payment initially
being the Corporate Trust Office.


                                   ARTICLE II
                            Miscellaneous Provisions

          SECTION 2.01 RECITALS BY CORPORATION. The recitals in this
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the 5.625% Notes and of this Third Supplemental
Indenture as fully and with like effect as if set forth herein in full.

          SECTION 2.02 RATIFICATION AND INCORPORATION OF ORIGINAL INDENTURE. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, the First Supplemental Indenture, the
Second Supplemental Indenture and this Third Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

          SECTION 2.03 EXECUTED IN COUNTERPARTS. This Third Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute one and the
same instrument.


                                       5

<PAGE>


          IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.

                                  NATIONWIDE FINANCIAL SERVICES, INC.

[CORPORATE SEAL]
Attest                            By:  /s/ Joseph J. Gasper
                                        Name:  Joseph J. Gasper
                                        Title: President and Chief
                                                  Operating Officer




                                  WILMINGTON TRUST COMPANY,
                                  as Trustee
[CORPORATE SEAL]
Attest:
                                  By:  /s/ Mary Kay Pupillo
                                        Name:  Mary Kay Pupillo
                                        Title: Senior Financial Services Officer


                                       6

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                                    EXHIBIT A

                                     FORM OF

                           5.625% SENIOR NOTE DUE 2015

No. __________                                            CUSIP NO.  638612 AG 6

Unless this certificate is presented by an authorized representative of the
Depository Trust Company, a New York Corporation ("DTC"), to the Company, as
defined below, or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and such
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner, Cede & Co., has an interest herein.

Unless and until this certificate is exchanged in whole or in part for Senior
Notes in certificated form, this certificate may not be transferred except as a
whole by DTC to a nominee thereof or by a nominee thereof to DTC or another
nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee
of such successor.

                       NATIONWIDE FINANCIAL SERVICES, INC.

                           5.625% SENIOR NOTE DUE 2015

Principal Amount:         $200,000,000

Regular Record Date:      February 1 and August 1

Original Issue Date:      February 13,  2003

Stated Maturity:          February 13, 2015

Interest Payment Dates:   February 13 and August 13, commencing August 13, 2003.

Interest Rate:            5.625% per annum

Authorized Denomination:  $1,000 or any integral multiples thereof

          NATIONWIDE FINANCIAL SERVICES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on the Stated Maturity shown above and to pay interest thereon
from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
in arrears on each Interest Payment Date as specified above, commencing on
August 13, 2003 and on the


                                      A-1

<PAGE>


Stated Maturity at the rate per annum shown above (the "Interest Rate") until
the principal hereof is paid or made available for payment and on any overdue
principal and on, to the extent permitted by law, any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date (other than an Interest Payment Date that is the
Stated Maturity) will, as provided in such Indenture, be paid to the Person in
whose name this 5.625% Senior Note (this "Security") is registered at the close
of business on the Regular Record Date as specified above next preceding such
Interest Payment Date; provided that any interest payable at Stated Maturity
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and will be paid to the Person in whose name this Security is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by or on behalf of the Company, notice
whereof shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, as more fully provided in said
Indenture.

          Payments of interest on this Security will include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means a day other than a day on which banks in New York, New York are authorized
or required by law, executive order or regulation to remain closed.

          Payment of the principal of, on and interest due at the Stated
Maturity of this Security shall be made upon surrender of this Security, at the
Corporate Trust Office, 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. Payment of interest (including interest on an Interest Payment Date) will
be made, subject to such surrender where applicable, at the option of the
Company, (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security register or (ii) by wire transfer at
such place and to such account at a banking institution in the United States as
may be designated in writing to the Trustee at least sixteen (16) days prior to
the date for payment by the Person entitled thereto.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

          Unless the certificate of authentication hereon has been executed by
the Trustee, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


                                      A-2

<PAGE>


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  February 13, 2003

                              NATIONWIDE FINANCIAL SERVICES, INC.

[CORPORATE SEAL]
Attest:                       By:_______________________________________________
                                 Name: Mark R. Thresher
                                 Title: Senior Vice President -- Chief Financial
                                        Officer


                                      A-3

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series referred to in the
within-mentioned Senior Indenture.

                                          WILMINGTON TRUST COMPANY,
                                            as Trustee



                                          By: ___________________________
                                              Name:
                                              Title:


                                      A-4

<PAGE>



(Reverse Side of Security)

          This Security is one of a duly authorized issue of Securities of the
Company (the "Securities"), issued and issuable in one or more series under a
Senior Indenture, dated as of November 1, 2001, as supplemented (the
"Indenture"), between the Company and Wilmington Trust Company, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities issued thereunder and of the terms upon which said Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 5.625% Senior Notes due 2015 (the "5.625%
Notes") in the aggregate principal amount of up to $200,000,000, subject to the
ability of the Company to re-open the series and issue additional 5.625% Notes
as provided in the Indenture. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the
Indenture.

          The Securities will be redeemable, in whole or in part, at the option
of the Company at any time or from time to time at a redemption price equal to
the greater of (1) 100% of the aggregate principal amount of the Securities to
be redeemed or (2) as determined by the Quotation Agent (defined below), the sum
of the present value of the remaining scheduled payments of principal on the
Securities, together with the present value of all remaining and scheduled
semi-annual interest payments on the Securities, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (defined below) plus 20 basis points (the
"Make-Whole Amount"), together in each case with accrued interest payments to
the Redemption Date.

          For purposes of determining the Make-Whole Amount, the following
definitions apply:

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized at the time of
selection, and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

          "Comparable Treasury Price" means with respect to any Redemption Date
(1) the average of three Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest of five Reference Treasury Dealer
Quotations, or (2) if the fewer than five Reference Treasury Dealer Quotations
are obtained, the average of all Reference Treasury Dealer Quotations.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

          "Redemption Date" means the date fixed for redemption of the
Securities.

          "Reference Treasury Dealer" means a primary independent United States
government securities dealer.


                                      A-5

<PAGE>


          "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed, in each case, as a percentage of its principal amount) quoted
in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30
p.m., New York City time, on the third business day preceding the Redemption
Date.

          "Treasury Rate" means the rate per annum equal to the semi-annual
equivalent or interpolated (on a day-count basis) yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.

          The Company will mail a notice of redemption at least 30 days but not
more than 60 days before the Redemption Date to each holder of the Securities to
be redeemed. If less than all of the Securities are to be redeemed, the trustee
will select, by such method as it will deem fair and appropriate, including pro
rata or by lot, the Securities to be redeemed in whole or in part.

          Unless the Company defaults in payment of the redemption price, on and
after the Redemption Date, interest will cease to accrue on the Securities or
portions thereof called for redemption.

          If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner, with the effect and subject to
the conditions 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 Securities of all series affected
under the Indenture at any time by the Company and the Trustee (i) in certain
circumstances without the consent of the Holders and (ii) in other circumstances
with the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities of each series affected thereby. The Indenture
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series with respect to
which a default under the Indenture shall have occurred and be continuing, on
behalf of the Holders of all Outstanding Securities of such series, to waive,
with certain exceptions, such default under the Indenture and its consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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


                                      A-6

<PAGE>


          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the security
register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Trustee and duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and of like tenor and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and shall have offered the Trustee such
indemnity as it may require, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request and shall
have failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, hereon or any interest hereon on
or after the respective due dates expressed herein.

          The Indenture contains provisions for defeasance at any time of the
entire indebtedness represented by the 5.625% Notes and for covenant defeasance
at any time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

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

          The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to the limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Company.

          This Security shall be governed by, and construed in accordance with,
the internal laws of the State of New York.


                                      A-7

<PAGE>


                                  ABBREVIATIONS

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

TEN COM            -  as tenants in common
TEN ENT            -  as tenants by the entireties
JT TEN             -  as joint tenants with rights of survivorship and not as
                      tenants in common
CUST               -  Custodian
UNIF GIFT MIN ACT  -  Uniform Gifts to Minors Act


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

          FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s)
unto _______________ (please insert Social Security or other identifying number
of assignee) the within Security and all rights thereunder, hereby irrevocably
constituting and appointing ____________________ as agent to transfer said
Security on the books of the Company, with full power of substitution in the
premises.

                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                      INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Dated:
                                      ------------------------------------------

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

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


                                      A-8

<PAGE>


                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series referred to in the
within-mentioned Senior Indenture.

                                          WILMINGTON TRUST COMPANY,
                                            as Trustee



                                          By: ___________________________
                                              Name:
                                              Title:



                                       B-1