EXHIBIT 4.1


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                              AVON PRODUCTS, INC.

                                   as Issuer


                                      AND



                              JPMORGAN CHASE BANK

                                   as Trustee

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


                                   Indenture

                       Dated as of _______________, 2003

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



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<PAGE>


                 Certain Sections of this Indenture relating to
                        Sections 310 through 318 of the
                          Trust Indenture Act of 1939:



  Trust Indenture                                                 Indenture
    Act Section                                                    Section
-------------------                                            --------------
ss.310(a)(1)       ..........................................        6.09
      (a)(2)       ..........................................        6.09
      (a)(3)       ..........................................  Not Applicable
      (a)(4)       ..........................................  Not Applicable
      (b)          ..........................................        6.08
                                                                     6.10
ss.311(a)          ..........................................        6.13
      (b)          ..........................................        6.13
ss.312(a)          ..........................................        7.01
                                                                     7.02(a)
      (b)          ..........................................        7.02(b)
      (c)          ..........................................        7.02(c)
ss.313(a)          ..........................................        7.03(a)
      (b)          ..........................................        7.03(a)
      (c)          ..........................................        7.03(a)
      (d)          ..........................................        7.03(b)
ss.314(a)          ..........................................        7.04
      (b)          ..........................................  Not Applicable
      (c)(1)       ..........................................        1.02
      (c)(2)       ..........................................        1.02
      (c)(3)       ..........................................  Not Applicable
      (d)          ..........................................  Not Applicable
      (e)          ..........................................        1.02
ss.315(a)          ..........................................        6.01
      (b)          ..........................................        6.02
      (c)          ..........................................        6.01
      (d)          ..........................................        6.01
      (e)          ..........................................        5.14
ss.316(a)(1)(A)    ..........................................        5.12
      (a)(1)(B)    ..........................................        5.13

---------

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


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<PAGE>


  Trust Indenture                                                 Indenture
    Act Section                                                    Section
-------------------                                            --------------
      (a)(2)       ..........................................  Not Applicable
      (b)          ..........................................        5.08
      (c)          ..........................................        1.04(c)
ss.317(a)(1)       ..........................................        5.03
      (a)(2)       ..........................................        5.04
      (b)          ..........................................       10.03
ss.318(a)          ..........................................        1.07








---------

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


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<PAGE>


                               TABLE OF CONTENTS

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

                                                                            PAGE
                                                                            ----

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01.  Definitions....................................................2
SECTION 1.02.  Compliance Certificates and Opinions..........................12
SECTION 1.03.  Form of Documents Delivered to Trustee........................13
SECTION 1.04.  Acts of Holders; Record Dates.................................14
SECTION 1.05.  Notices, Etc., to Trustee and Company.........................15
SECTION 1.06.  Notice to Holders; Waiver.....................................15
SECTION 1.07.  Conflict with Trust Indenture Act.............................16
SECTION 1.08.  Effect of Headings and Table of Contents......................16
SECTION 1.09.  Successors and Assigns........................................16
SECTION 1.10.  Separability Clause...........................................16
SECTION 1.11.  Benefits of Indenture.........................................16
SECTION 1.12.  Governing Law.................................................16
SECTION 1.13.  Legal Holidays................................................16


                                   ARTICLE 2
                                 SECURITY FORMS
SECTION 2.01.  Forms Generally...............................................17
SECTION 2.02.  Form of Face of Security......................................17
SECTION 2.03.  Form of Reverse of Security...................................19
SECTION 2.04.  Form of Trustee's Certificate of Authentication...............23


                                   ARTICLE 3
                                 THE SECURITIES
SECTION 3.01.  Amount Unlimited; Issuable in Series..........................23
SECTION 3.02.  Denominations.................................................26
SECTION 3.03.  Execution, Authentication, Delivery and Dating................26
SECTION 3.04.  Temporary Securities..........................................27
SECTION 3.05.  Registration; Registration of Transfer and Exchange...........28
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities..............29
SECTION 3.07.  Payment of Interest; Interest Rights Preserved................30

<PAGE>


                                                                            PAGE
                                                                            ----

SECTION 3.08.  Persons Deemed Owners.........................................31
SECTION 3.09.  Book-entry Provisions for Global Securities...................31
SECTION 3.10.  Cancellation..................................................33
SECTION 3.11.  Computation of Interest.......................................33


                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE
SECTION 4.01.  Satisfaction and Discharge of Indenture.......................33
SECTION 4.02.  Application of Trust Money....................................34


                                   ARTICLE 5
                                    REMEDIES
SECTION 5.01.  Events of Default.............................................35
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment............37
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
               by Trustee....................................................38
SECTION 5.04.  Trustee May File Proofs of Claim..............................38
SECTION 5.05.  Trustee May Enforce Claims Without Possession of
               Securities....................................................39
SECTION 5.06.  Application of Money Collected................................39
SECTION 5.07.  Limitation on Suits...........................................39
SECTION 5.08.  Unconditional Right of Holders to Receive Principal
               and Interest..................................................40
SECTION 5.09.  Restoration of Rights and Remedies............................40
SECTION 5.10.  Rights and Remedies Cumulative................................41
SECTION 5.11.  Delay or Omission Not Waiver..................................41
SECTION 5.12.  Control by Holders............................................41
SECTION 5.13.  Waiver of Past Defaults.......................................41
SECTION 5.14.  Undertaking for Costs.........................................42
SECTION 5.15.  Waiver of Stay or Extension Laws..............................42


                                   ARTICLE 6
                                  THE TRUSTEE
SECTION 6.01.  Certain Duties and Responsibilities...........................42
SECTION 6.02.  Notice of Defaults............................................43
SECTION 6.03.  Certain Rights of Trustee.....................................43
SECTION 6.04.  Not Responsible for Recitals..................................44


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<PAGE>


                                                                            PAGE
                                                                            ----

SECTION 6.05.  May Hold Securities...........................................44
SECTION 6.06.  Money Held in Trust...........................................44
SECTION 6.07.  Compensation and Reimbursement................................44
SECTION 6.08.  Disqualification; Conflicting Interests.......................45
SECTION 6.09.  Corporate Trustee Required; Eligibility.......................45
SECTION 6.10.  Resignation and Removal; Appointment of Successor.............46
SECTION 6.11.  Acceptance of Appointment by Successor........................47
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
               Business......................................................48
SECTION 6.13.  Preferential Collection of Claims Against.....................49


                                   ARTICLE 7
                     HOLDERS' LISTS AND REPORTS BY TRUSTEE
SECTION 7.01.  Company to Furnish Trustee Names and Addresses of
               Holders.......................................................49
SECTION 7.02.  Preservation of Information; Communications to Holders........49
SECTION 7.03.  Reports by Trustee............................................50
SECTION 7.04.  Reports by Company............................................50


                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms..........50
SECTION 8.02.  Successor Substituted.........................................51


                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES
SECTION 9.01.  Supplemental Indentures Without Consent of Holders............52
SECTION 9.02.  Supplemental Indentures with Consent of Holders...............53
SECTION 9.03.  Execution of Supplemental Indentures..........................53
SECTION 9.04.  Effect of Supplemental Indentures.............................54
SECTION 9.05.  Conformity with Trust Indenture Act...........................54
SECTION 9.06.  Reference in Securities to Supplemental Indentures............54


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<PAGE>


                                                                            PAGE
                                                                            ----

                                   ARTICLE 10
                                   COVENANTS
SECTION 10.01.  Payment of Principal and Interest............................54
SECTION 10.02.  Maintenance of Office or Agency..............................54
SECTION 10.03.  Money for Security Payments to Be Held in Trust..............55
SECTION 10.04.  Statement by Officers as to Default..........................56
SECTION 10.05.  Existence....................................................56
SECTION 10.06.  Liens........................................................56
SECTION 10.07.  Limitation on Restricted Sale/Leaseback Transactions.........57
SECTION 10.08.  Reports and Delivery of Certain Information..................57
SECTION 10.09.  Resale of Certain Securities.................................57
SECTION 10.10.  Book-Entry System............................................57
SECTION 10.11.  Waiver of Certain Covenants..................................58


                                   ARTICLE 11
                       OPTIONAL REDEMPTION OF SECURITIES
SECTION 11.01.  Applicability of Article.....................................58
SECTION 11.02.  Election to Redeem; Notice to Trustee........................58
SECTION 11.03.  Selection by Trustee of Securities to Be Redeemed............58
SECTION 11.04.  Notice of Redemption.........................................59
SECTION 11.05.  Deposit of Redemption Price..................................60
SECTION 11.06.  Securities Payable on Redemption Date........................60
SECTION 11.07.  Securities Redeemed in Part..................................61


                                   ARTICLE 12
                       DEFEASANCE AND COVENANT DEFEASANCE
SECTION 12.01.  Company's Option to Effect Defeasance or Covenant
                Defeasance...................................................61
SECTION 12.02.  Defeasance and Discharge.....................................61
SECTION 12.03.  Covenant Defeasance..........................................62
SECTION 12.04.  Conditions to Defeasance or Covenant Defeasance..............62
SECTION 12.05.  Deposited Money and U.S. Government Obligations to
                be Held in Trust; Miscellaneous Provisions...................64
SECTION 12.06.  Reinstatement................................................65


                                   ARTICLE 13
                                 SINKING FUNDS
SECTION 13.01.  Applicability of Article.....................................65
SECTION 13.02.  Satisfaction of Sinking Fund Payments with Securities........65
SECTION 13.03.  Redemption of Securities for Sinking Fund....................66


                                      iv
<PAGE>


     INDENTURE, dated as of __________, 2003, between AVON PRODUCTS, INC., a
corporation duly organized and existing under the laws of the State of New York,
as Issuer (herein called the "Company"), having its principal office at 1345
Avenue of the Americas, New York, New York 10105-0196, and JPMORGAN CHASE BANK,
a banking corporation duly organized under the laws of the State of New York, as
Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this
Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchases of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:


                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

     (i) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;

     (ii) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;

     (iii) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and


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<PAGE>


     (iv) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Attributable Debt," in respect to any Sale/Leaseback Transaction, means,
as of any time of determination, the present value (discounted at the rate per
annum equal to the rate of interest implicit in the lease involved in such
Sale/Leaseback Transaction, as determined in good faith by the Company) of the
obligation of the lessee thereunder for rental payments (excluding, however,
any amounts required to be paid by such lessee, whether or not designated as
rent or additional rent, on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales or
similar contingent awards) during the remaining term of such lease (including
any period for which such lease has been extended or may, at the option of the
lessor, be extended). In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such rental payments shall also include
the amount of such penalty, but no rental payments shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.

     "Board of Directors" means, with respect to any Person, either the board
of directors of such Person or any duly authorized committee of that board.

     "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors, or alternatively, in the
case of the Company, by the Finance and Strategic Planning Committee of the
Board of Directors of the Company pursuant to authority duly delegated to it by
the Board of Directors of the Company, and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

     "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on


                                       3
<PAGE>


which banking institutions in that Place of Payment are authorized or obligated
by law to close.

     "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor Person.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by both (i) any of its Chairman of the Board,
its Vice Chairman of the Board, its Chief Executive Officer, its President or
any Vice President, and (ii) any of its Treasurer, its Secretary, any Assistant
Secretary or any Vice President (other than a Vice President signing pursuant
to clause (i) above), and delivered to the Trustee.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities 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 the Securities. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee at the written direction of
the Company.

     "Comparable Treasury Price" means, with respect to any Redemption Date, as
determined by the Trustee (i) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations.


                                       4
<PAGE>


     "Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) which under GAAP would
be included on the most recent audited annual consolidated balance sheet of the
Company and its consolidated Subsidiaries after deducting therefrom, without
duplication, the sum of (i) all current liabilities and (ii) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, which in each case under GAAP would be included on such
consolidated balance sheet.

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

     "corporation" means a corporation, association, company, joint-stock
company or business trust.

     "Default" means any event that is or with the passage of time or the
giving of notice or both would become an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Defeasance" has the meaning specified in Section 12.02.

     "Depositary" means The Depository Trust Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Event of Default" has the meaning specified in Section 5.01.

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, in each case, as in effect in the United States on the date hereof.


                                       5
<PAGE>


     "Global Security" means a Security in global form registered in the
Security Register in the name of a Depositary or a nominee thereof.

     "Holder" means a Person in whose name a Security is registered in the
Security Register.

     "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of (i) borrowed money evidenced
by bonds, notes, debentures or similar instruments, (ii) indebtedness secured
by a mortgage, pledge, lien, charge, encumbrance of any security interest
existing on property owned by such Person, (iii) the reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance that constitutes an accrued expense
or trade payable or (iv) any lease of property by such Person as lessee which
is reflected in such Person's consolidated balance sheet as a capitalized lease
in accordance with GAAP, in the case of items of Indebtedness under (i) through
(iii) above to the extent that any such items (other than letters of credit)
would appear as a liability on such Person's consolidated balance sheet in
accordance with GAAP, and also includes, to the extent not otherwise included,
any obligation by such Person to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Indebtedness of another Person.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including,
the terms of a particular series of Securities established pursuant to the
applicable provisions hereof, and for all purposes of this instrument and any
such supplemental indenture or terms of a particular series, the provisions of
the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively.

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

     "Interest Payment Date" means, with respect to any Security, the Stated
Maturity of an instalment of interest on such Security.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of loans, advances
or capital contributions, purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities and all other items that are
or would be classified as investments on a balance sheet prepared in accordance
with GAAP.


                                       6
<PAGE>


     "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

     "Issue Date" means, with respect to any series of Securities, the date
such series of Securities is originally issued under this Indenture.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

     "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity, on a Redemption Date or by
declaration of acceleration or otherwise.

     "Officers' Certificate" means a certificate signed by both (i) any of the
Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President or any Vice President, and (ii) any of the Treasurer,
the Secretary, any Assistant Secretary, or any Vice President (other than a
Vice President signing pursuant to clause (i) above), of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.04 shall be the principal executive, financial or
accounting officer of the Company.

     "Opinion of Counsel" means a written opinion of counsel, who may be
external or in-house counsel for the Company, and who shall be acceptable to
the Trustee.

     "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "Outstanding," when used with respect to any Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

          (ii) Securities, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited


                                       7
<PAGE>


     with the Trustee or any Paying Agent (other than the Company) in trust or
     set aside and segregated in trust by the Company (if the Company shall act
     as its own Paying Agent) for the Holders of such Securities; provided that
     if such Securities are to be redeemed prior to the maturity thereof,
     notice of such redemption shall have been given to the Holders as herein
     provided, or provision satisfactory to a Responsible Officer of the
     Trustee shall have been made for giving such notice; and

          (iii) Securities which have been paid or in exchange for or in lieu
     of which other Securities have been authenticated and delivered pursuant
     to this Indenture, other than any such Securities in respect of which
     there shall have been presented to the Trustee proof satisfactory to it
     that such Securities are held by a protected purchaser in whose hands such
     Securities are valid obligations of the Company;

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the
principal amount of an Original Issue Discount Security which shall be deemed
to be Outstanding shall be the amount of the principal thereof which would be
due and payable as of such date upon acceleration of the Maturity thereof to
such date pursuant to Section 5.02, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 3.01, of the
principal amount of such Security and (iii) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, interest on or Redemption Price of any Securities on behalf of
the Company. The Trustee shall initially be the Paying Agent.

     "Permitted Liens" means any of the following: (a) Liens on any Principal
Property acquired by the Company or a Subsidiary after the date of this
Indenture to secure or provide for the payment or financing of all or any part
of the purchase price thereof or construction of fixed improvements thereon
(prior to,


                                       8
<PAGE>


at the time of or within 180 days after the latest of the acquisition,
completion of construction or commencement of commercial operation thereof);
(b) Liens on any shares of stock or Principal Property acquired by the Company
or a Subsidiary after the date of this Indenture existing at the time of such
acquisition; (c) Liens on any shares of stock or Principal Property of a
corporation which is merged into or consolidated with the Company or a
Subsidiary or substantially all of the assets of which are acquired by the
Company or a Subsidiary; (d) Liens securing Indebtedness of a Subsidiary owing
to the Company or another Subsidiary; (e) Liens existing on the date of this
Indenture; (f) Liens on any Principal Property being constructed or improved
securing loans to finance such construction or improvements; (g) Liens in favor
of governmental bodies of the United States or any State thereof or any other
country or political subdivision thereof to secure partial, progress or advance
payments pursuant to any contract or statute, or to secure any Indebtedness
incurred or guaranteed for the purpose of financing all or any part of the cost
of acquiring, constructing or improving the property subject to such Liens; (h)
Liens securing taxes, assessments or governmental charges or levies not yet
delinquent, or already delinquent but the validity of which is being contested
in good faith; (i) Liens arising by reason of deposits necessary to qualify the
Company or any Subsidiary to conduct business, maintain self-insurance, or
obtain the benefit of, or comply with, any law; (j) liens arising out of
judgments or awards against the Company or any Subsidiary with respect to which
the Company or such Subsidiary shall in good faith be prosecuting an appeal or
proceedings for review; provided that the Company or such Subsidiary shall have
secured, within 60 days after the creation thereof, an effective stay of
execution pending such appeal or review; and (k) extensions, renewals or
replacement of Liens referred to in the foregoing clauses provided that the
Indebtedness secured is not increased nor the Lien extended to any additional
assets.

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

     "Physical Securities" has the meaning specified in Section 2.01.

     "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium or
interest on the Securities of that series are payable specified as required by
Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


                                       9
<PAGE>


     "Principal Property" means any manufacturing plant, testing or research
and development facility, distribution facility, processing plant or warehouse
(including, without limitation, land, fixtures and equipment), owned or leased
by the Company or any Subsidiary (including any of the foregoing acquired or
leased after the date of this Indenture) and located within the United States
of America, its territories and possessions, unless the Board of Directors of
the Company determines in good faith that such plant or facility is not of
material importance to the total business conducted by the Company and its
consolidated Subsidiaries.

     "Redemption Date" when used with respect to any Security to be redeemed,
means any date which is a Business Day fixed for such redemption by the Company
pursuant to Section 11.04 of this Indenture.

     "Redemption Price" when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, 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 Trustee by such Reference Treasury Dealer, at 5:00 p.m., New
York City time, on the third Business Day preceding such Redemption Date.

     "Reference Treasury Dealers" means any four nationally recognized
investment banking firms, and their successors, selected by the Company that
are each also a primary U.S. Government securities dealer (a "Primary Treasury
Dealer"); provided, however, that if any Reference Treasury Dealer shall cease
to be a primary U.S. Government securities dealer, the Company shall substitute
another nationally recognized investment banking firm that is a Primary
Treasury Dealer.

     "Remaining Scheduled Payments" means, with respect to each Security to be
redeemed, the remaining scheduled payments of principal thereof and interest
thereon that would be due after the related Redemption Date but for that
redemption; provided, however, that if such Redemption Date is not an Interest
Payment Date with respect to such Security, the amount of the next succeeding
scheduled interest payment thereon shall be reduced by the amount of interest
accrued thereon to such Redemption Date.

     "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to any Security, means such date or dates specified in the
Security (whether or not a Business Day), as the case may be, immediately
preceding the relevant Interest Payment Date relating to such Security.


                                       10
<PAGE>


     "Responsible Officer" means any officer of the Trustee within the
Corporate Trust Office of the Trustee with direct responsibility for the
administration of this Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of
such officer's knowledge and familiarity with the particular subject.

     "Restricted Sale/Leaseback Transaction" means any Sale/Leaseback
Transaction entered into by the Company or any Significant Subsidiary after the
date of this Indenture, except: (i) Sale/Leaseback Transactions entered into by
and between the Company or a Subsidiary and one or more Subsidiaries of the
Company; (ii) Sale/Leaseback Transactions as to which, during the period
commencing 60 days prior to and ending 120 days after entering into such
Sale/Leaseback Transaction, the Company or a Subsidiary applies an amount equal
to the Attributable Debt with respect to such Sale/Leaseback Transaction to the
acquisition, directly or indirectly and in whole or in part, of one or more
Principal Properties or to the retirement of long-term Indebtedness (other than
mandatory prepayment or retirement) of the Company or any Subsidiary; and (iii)
Sale/Leaseback Transactions involving the taking back of a lease for a period
of three years or less.

     "Sale/Leaseback Transaction" means any arrangement, directly or
indirectly, with any Person whereby the Company or any Subsidiary shall sell or
transfer any Principal Property, whether now owned or hereafter acquired, and
then or thereafter rent or lease as lessee such Principal Property or any part
thereof which the Company or such Subsidiary, as the case may be, intends to
use for substantially the same purpose as the Principal Property being sold or
transferred.

     "Secured Debt" has the meaning specified in Section 10.06.

     "Securities" has the meaning specified in the first paragraph of the
Recitals of the Company.

     "Securities Act" means the U.S. Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Significant Subsidiary" means any direct or indirect Subsidiary of the
Company that generates 5% (five percent) or more of the Company's revenue or
income or that holds 5% (five percent) or more of the Company's assets.

     "Special Record Date" for the payment of Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.07.


                                       11
<PAGE>


     "Stated Maturity," when used with respect to the Securities or any
instalment of interest thereon, means the date specified in the Securities as
the fixed date on which the principal thereof or such instalment of interest is
due and payable.

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

     "Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second Business Day immediately preceding that Redemption Date) 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.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee; provided, however, that if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean only the Trustee with respect to Securities of that
series.

     "U.S. Government Obligation" has the meaning specified in Section 12.04.

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

     SECTION 1.02. Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee such certificates
and opinions as may be required under the Trust Indenture Act. Each


                                       12
<PAGE>


such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.

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

          (i) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

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

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

          (iv) a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

     SECTION 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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


                                       13
<PAGE>


     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 1.04. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. If any Securities are denominated in a
currency other than that of the United States, then for the purposes of
determining whether the Holders of the requisite principal amount of Securities
have taken any action with respect to the Securities of more than one series as
herein described, the principal amount of such Securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange into United States dollars for
the currency in which such Securities are denominated (as evidenced to the
Trustee by an Officers' Certificate) as of the date the taking of such action
by the Holders of such requisite principal amount is evidenced to the Trustee
as provided in the immediately preceding sentence. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

     (c) The Company may fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders. If not
set by the Company prior to the first solicitation of a Holder made by any
Person in respect


                                       14
<PAGE>


of any such action, or, in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be the 30th day (or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section 7.01) prior to such first solicitation or vote, as the case may be.
With regard to any record date, only the Holders on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

     (d) The ownership of Securities shall be proved by the Security Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     SECTION 1.05. Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (i) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at 4 New York Plaza, New York, New York 10004,
     Attention: Institutional Trust Services, or

          (ii) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided)
     if in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company, Attention: Treasurer.

     SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the


                                       15
<PAGE>


Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

     SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

     SECTION 1.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.09. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 1.10. Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     SECTION 1.12. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or at the Stated Maturity, provided that no interest shall accrue
with


                                       16
<PAGE>


respect to such payment for the period from and after such Interest Payment
Date or Stated Maturity or, as the case may be.


                                   ARTICLE 2
                                 SECURITY FORMS

     SECTION 2.01. Forms Generally. The Securities of each series and the
Trustee's certificates of authentication shall be in substantially the forms
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution of the Company or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor, the Internal
Revenue Code of 1986, as amended, and regulations thereunder, or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.

     Unless it is determined pursuant to a Company Order or as otherwise
provided in this Indenture that non-global Securities ("Physical Securities")
are to be issued, the Securities of each series shall be issued in the form of
Global Securities.

     SECTION 2.02. Form of Face of Security. [THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE].

     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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 (AND ANY 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 THEREOF FOR VALUE OR
OTHERWISE BY OR


                                       17
<PAGE>


TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

                              AVON PRODUCTS, INC.

                              [Title of Security]

     CUSIP No. __________                                             $________

     Avon Products, Inc., a corporation duly organized and existing under the
laws of New York (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________________, or registered assigns,
the principal sum of _____________________ Dollars [INCLUDE IF SECURITY IS A
GLOBAL SECURITY -- (which amount may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, in accordance with the rules and procedures of the Depositary)]
on ______________________, and to pay interest thereon from _______________ or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, [semiannually] on _____ and _____ in each year, commencing
_____ at the rate of ___% per annum, until the principal hereof is paid or made
available for payment.

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _____ or _____ (whether or not a Business Day), as
the case may be, immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Payment of the principal of and interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, 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 at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
If this Security is a Global Security, then notwithstanding the


                                       18
<PAGE>


foregoing, each such payment will be made in accordance with the procedures of
the Depositary as then in effect.

     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 referred to on the reverse hereof by manual signature, this Security
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 under its corporate seal.

     Dated:

                                     AVON PRODUCTS, INC.


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

Attest:


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

     SECTION 2.03. Form of Reverse of Security. This Security is one of a duly
authorized issue of Securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture, dated as of
______, 2003 (herein called the "Indenture"), between the Company and JPMorgan
Chase Bank, as Trustee (herein called 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, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

     [If applicable, insert -- The Securities are redeemable in whole or in
part, at the option of the Company at any time and from time to time, on not
less than 30 or more than 60 days' prior notice mailed to the Holders of the
Securities, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon discounted to the
Redemption Date on a


                                       19
<PAGE>


[semiannual] basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus __ basis points, together in either case with accrued
interest on the principal amount being redeemed to the Redemption Date.

     Subject to payment by the Company of a sum sufficient to pay the amount
due on redemption, interest on this Security (or portion hereof if this
Security is redeemed in part) shall cease to accrue upon the Redemption Date of
this Security (or portion hereof if this Security is redeemed in part).]

     [If applicable, insert -- The Securities do not have the benefit of a
sinking fund.]

     [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or
withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.]

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

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

     The Indenture contains provisions for defeasance at any time, upon
compliance with certain conditions set forth therein, of (i) the entire
Indebtedness evidenced by this Security or (ii) certain restrictive covenants
and Events of Default with respect to this Security.

     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 each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of


                                       20
<PAGE>


the Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all the Securities of such series, 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 Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     As 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 principal amount
of the Outstanding Securities of this series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Outstanding Securities of this series 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 or interest hereon on or
after the respective due dates expressed herein.

     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 and interest on this
Security at the times, place and rate, and in the currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York, 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 Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof above that amount. As
provided in the Indenture and subject to certain limitations therein set forth,


                                       21
<PAGE>


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.

     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.

     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.

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

                                ASSIGNMENT FORM

     If you want to assign this Security, fill in the form below and have your
signature guaranteed:

     I or we assign and transfer this Security to:


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


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


-------------------------------------------------------------------------------
         (Print or type name, address and zip code and social security or tax
         ID number of assignee)

     and irrevocably appoint _____________________________________, agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.


     Date: _____________             Signed:________________________________

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

     Signature Guarantee: _____________________________________________

     NOTICE:  To be executed by an executive officer.


                                       22
<PAGE>


     SECTION 2.04. Form of Trustee's Certificate of Authentication. This is one
of the Securities referred to in the within-mentioned Indenture.

                                    JPMORGAN CHASE BANK,
                                        as Trustee


                                    By_________________________________
                                            Authorized Officer


                                   ARTICLE 3
                                 THE SECURITIES

     SECTION 3.01. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

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

     (b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03 of the Indenture, shall have not been issued and sold
by the Company and are therefore deemed never to have been authenticated and
delivered hereunder);

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

     (d) the Person to whom any interest on any Security of the series shall be
payable if other than as set forth in Section 3.07; the rate or rates at which
the Securities of the series shall bear any interest or the manner of
calculation of such rate or rates, if any, the date or dates from which any
such interest shall accrue, the


                                       23
<PAGE>


Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date, for the interest payable on any Interest Payment Date;

     (e) the place or places where the principal of and any premium or interest
on Securities of the series shall be payable;

     (f) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;

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

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

     (i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 3.10;

     (j) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Article 12 and if other than a
Board Resolution, the manner in which any election by the Company to defease
those Securities shall be evidenced;

     (k) whether the Securities of the series are to be issuable in whole or in
part in permanent global form, without coupons, and, if so, (i) the form of any
legend or legends which shall be borne by any such permanent Global Security in
addition to or in lieu of that set forth in Section 2.02, (ii) any
circumstances in addition to or in lieu of those set forth in Clause (2) of the
last paragraph of Section 3.05 in which such permanent Global Security may be
exchanged in whole or in part for Securities registered, and in which any
transfer of such permanent Global Security in whole or in part may be
registered, in the name of Persons other than the Depositary for such permanent
Global Security or a nominee thereof and (iii) the Depositary with respect to
any such permanent Global Security or Securities;

     (l) the currency or currencies, including composite currencies, in which
payment of the principal of, and any premium and interest on, the Securities of
the series shall be payable if other than the currency of the United States of
America;


                                       24
<PAGE>


     (m) if the principal of, or any premium or interest on, any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those
in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount shall be
determined);

     (n) if the amount of payments of principal of, or any premium or interest
on, the Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined;

     (o) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);

     (p) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.01;

     (q) any addition to or change in the covenants set forth in Article Ten
which applies to any Securities of the series;

     (r) the terms, if any, on which Holders of Securities may convert or
exchange any Securities of the series into any securities of any Person; and

     (s) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 9.01(e)).

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth
in the Officers' Certificate referred to above or in any such indenture
supplemental hereto.


                                       25
<PAGE>


     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     SECTION 3.02. Denominations. The Securities shall be issuable only in
registered form and, unless otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, without coupons and in denominations
of $1,000 and any integral multiple thereof.

     SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents, attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating:

     (a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

     (b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and


                                       26
<PAGE>


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

     Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     Notwithstanding the foregoing and subject, in the case of a Security in
permanent global form, to Section 2.02, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.10 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
directing such cancellation and stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

     SECTION 3.04. Temporary Securities. Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,


                                       27
<PAGE>


substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series and of like tenor of authorized
denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

     SECTION 3.05. Registration; Registration of Transfer and Exchange. (a) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed "Security
Registrar" (the "Security Registrar") for the purpose of registering Securities
and transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security of any series
at an office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

     At the option of the Holder, Securities may be exchanged for other
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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


                                       28
<PAGE>


     Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing. As a condition to
the registration of transfer of any Restricted Securities, the Company or the
Trustee may require evidence satisfactory to them as to the compliance with the
restrictions set forth in the legend on such securities.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     The Company shall not be required to exchange or register a transfer of
any Security of a series (i) during the 15-day period immediately preceding the
mailing of any notice of redemption of any Security of that series, or (ii)
after any notice of redemption has been given to Holders of Securities of that
series, except, where such notice provides that such Security is to be redeemed
only in part, the Company shall be required to exchange or register a transfer
of the portion thereof not to be redeemed.

     (b) Neither the Trustee nor any of its agents shall (i) have any duty to
monitor compliance with or with respect to any federal or state or other
securities or tax laws or (ii) have any duty to obtain documentation on any
transfers or exchanges other than as specifically required hereunder.

     SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing an
identification number not contemporaneously outstanding.


                                       29
<PAGE>


     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or has been called for redemption in
full, the Company in its discretion may, instead of issuing a new Security, pay
such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.07. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 3.01 with respect to any series
of Securities, interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (a) or (b) below:

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed


                                       30
<PAGE>


payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (b).

     (b) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a
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 such Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of and (subject to Section 3.07) interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

     SECTION 3.09. Book-entry Provisions for Global Securities. (a) The Global
Securities initially shall (i) be registered in the name of the Depositary or
the nominee of such Depositary, (ii) be delivered to the Trustee as custodian
for the Depositary and (iii) bear legends as set forth on the face of the form
of Security in Section 2.02.


                                       31
<PAGE>


     Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of any Holder.

     (b) Transfers of the Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Global Security may be
transferred or exchanged, in whole or in part, for Physical Securities in
accordance with the rules and procedures of the Depositary. In addition,
Physical Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in the Global Securities if (A) such Depositary
has notified the Company (or the Company becomes aware) that the Depositary (i)
is unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act when
the Depositary is required to be so registered to act as such Depositary and,
in both such cases, no successor Depositary shall have been appointed within 90
days of such notification or of the Company becoming aware of such event, (B)
there shall have occurred and be continuing an Event of Default with respect to
such Global Security and the Outstanding Securities of such series shall have
become due and payable pursuant to Section 5.02 and the Trustee has requested
that Physical Securities be issued or (C) the Company has decided to
discontinue use of book-entry transfers through the Depositary (or a successor
Depositary).

     (c) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners pursuant to
paragraph (b), the Security Registrar shall (if one or more Physical Securities
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Physical Securities of like tenor and amount.

     (d) In connection with the transfer of the entire Global Security to
beneficial owners pursuant to paragraph (b), the Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the Global Security, an


                                       32
<PAGE>


equal aggregate principal amount of Physical Securities of authorized
denominations and the same tenor.

     (e) The Holder of the Global Securities may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

     SECTION 3.10. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Trustee shall cancel
all Securities surrendered for registration of transfer, exchange, payment,
redemption or cancellation and shall dispose of such cancelled Securities, all
in accordance with its customary practices. If the Company shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation. The Company may
not issue new Securities to replace Securities it has paid in full or delivered
to the Trustee for cancellation.

     SECTION 3.11. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.


                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

     (a) either

          (i) all Securities theretofore authenticated and delivered (other
     than (A) Securities which have been destroyed, lost or stolen and which
     have been replaced or paid as provided in Section 3.06 and (B) Securities
     for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and thereafter repaid to the


                                       33
<PAGE>


     Company or discharged from such trust, as provided in Section 10.03) have
     been delivered to the Trustee for cancellation; or

          (ii) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (A) have become due and payable, or

               (B) will become due and payable at their Stated Maturity within
          one year, or

               (C) will be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

and the Company, in the case of (A), (B) or (C) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount sufficient to pay and discharge the entire indebtedness evidenced by
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

     (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

     (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of Clause
(a) of this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

     SECTION 4.02. Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.03, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the


                                       34
<PAGE>


principal and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE 5
                                    REMEDIES

     SECTION 5.01. Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or

     (b) default in the payment of the principal of any Security of that series
at its Maturity; or

     (c) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or

     (d) default in the performance of any covenant, agreement or condition of
the Company in this Indenture or the Securities of that series (other than a
covenant, agreement or condition a default in whose performance or whose breach
is specifically dealt with elsewhere in this section or which has been
expressly included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default for a
period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

     (e) a default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by the Company, whether such Indebtedness now
exists or shall hereafter be created, which default shall constitute a failure
to pay the principal of Indebtedness having an aggregate principal amount
outstanding of at least $100 million when due and payable after the expiration
of any applicable grace period with respect thereto or shall have resulted in
such Indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such
Indebtedness having been discharged, or such acceleration having been rescinded
or annulled, within a period of 30 days after there shall have been given, by


                                       35
<PAGE>


registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
and requiring the Company to cause such Indebtedness to be discharged or cause
such acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; provided, however, that, subject to the
provisions of Sections 6.01 and 6.02, the Trustee shall not be deemed to have
knowledge of such default unless either (A) a Responsible Officer of the
Trustee shall have actual knowledge of such default or (B) the Trustee shall
have received written notice thereof from the Company, from any Holder or from
the holder of or trustee in respect of any such Indebtedness; or

     (f) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

     (g) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

     (h) the occurrence of any other event of default with respect to the
Securities of that series as provided in a supplemental indenture applicable to
such series of Securities or a Board Resolution pursuant to which such series
of Securities is established.


                                       36
<PAGE>


     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default (other than those specified in Sections 5.01(f) and
5.01(g)) occurs with respect to any series of Outstanding Securities and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of such series may
declare the principal amount (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all the Securities to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal shall become
immediately due and payable.

     Notwithstanding the foregoing, in the case of an Event of Default
specified in Sections 5.01(f) or 5.01(g), the principal amount (or, if the
Securities of any such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all Outstanding Securities will ipso facto become due and payable
without any declaration or other Act on the part of the Trustee or any Holder.

     (b) At any time after such a declaration of acceleration with respect to
the Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

          (i) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities of the series,

               (B) the principal of any Securities of that series which have
          become due otherwise than by such declaration of acceleration and
          interest thereon at the rate borne by such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate borne by such Securities,
          and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, and any other amounts due the
          Trustee under Section 6.07;

     and


                                       37
<PAGE>


          (ii) all Events of Default, other than the non-payment of the
     principal of Securities of that series which have become due solely by
     such declaration of acceleration, have been cured or waived as provided in
     Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

          (i) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for
     a period of 30 days, or

          (ii) default is made in the payment of the principal of any Security
     at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     If an Event of Default with respect to the Securities of any series occurs
and is continuing, the Trustee may in its discretion, subject to applicable
law, proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

     SECTION 5.04. Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such


                                       38
<PAGE>


payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     SECTION 5.06. Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     6.07; and

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

     SECTION 5.07. Limitation on Suits. No Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


                                       39
<PAGE>


          (i) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (ii) the Holders of not less than 25% in aggregate principal amount
     of the Outstanding Securities of that series shall have made written
     request to the Trustee to institute proceedings in respect of such Event
     of Default in its own name as Trustee hereunder;

          (iii) such Holder or Holders have offered to the Trustee reasonable
     indemnity satisfactory to the Trustee against the costs, expenses and
     liabilities to be incurred in compliance with such request;

          (iv) the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such
     proceeding; and

          (v) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a
     majority in aggregate principal amount of the Outstanding Securities of
     that series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

     SECTION 5.08. Unconditional Right of Holders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 3.07) interest on
such Security on the respective Stated Maturities expressed in such Security
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

     SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


                                       40
<PAGE>


     SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     SECTION 5.12. Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that

          (i) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (ii) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.

     SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities affected by any past
default hereunder (all voting together as one class) may, on behalf of the
Holders of all the Securities affected by such past default, waive such past
default and its consequences, subject to the payment of the amounts required
under Section 5.02(b)(i)(D), except a default

          (i) in the payment of the principal of or interest on any Security,
     or

          (ii) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security affected.


                                       41
<PAGE>


     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     SECTION 5.14. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, in either case in respect to the
Securities, a court may require any party litigant in such suit to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorney's fees, against any party litigant in the
suit having due regard to the merits and good faith of the claims or defenses
made by the party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 25% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the
maturity of such Security.

     SECTION 5.15. Waiver of Stay or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                   ARTICLE 6
                                  THE TRUSTEE

     SECTION 6.01. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


                                       42
<PAGE>


     SECTION 6.02. Notice of Defaults. The Trustee shall give the Holders
notice of any default hereunder as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 5.01(d), no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

     SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of
Section 6.01:

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

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors of the Company, or the Finance and Strategic Planning
Committee of the Board of Directors of the Company, may be sufficiently
evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

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

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its


                                       43
<PAGE>


discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;

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

     (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default (except as provided in Section 5.01(e)) with respect to the
Securities unless either (i) a Responsible Officer shall have actual knowledge
of such Default or Event of Default or (ii) written notice of such Default or
Event of Default shall have been given to the Trustee by the Company or any
other obligor on such Securities or by any Holder of such Securities; and

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

     SECTION 6.04. Not Responsible for Recitals. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

     SECTION 6.05. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such other agent.

     SECTION 6.06. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the
Company.

     SECTION 6.07. Compensation and Reimbursement. The Company agrees:

          (i) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);


                                       44
<PAGE>


          (ii) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

          (iii) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence or bad faith on
     its part, arising out of or in connection with the acceptance or
     administration of this trust, including the reasonable costs and expenses
     of defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

     The obligations of the Company under this Section 6.07 shall survive the
satisfaction and discharge of this Indenture. To secure the Company's payment
obligations in this Section 6.07, the Trustee shall have a Lien prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal and interest on the Securities. Such Lien
shall survive the satisfaction and discharge of this Indenture. When the
Trustee incurs expenses or renders services after a Default or an Event of
Default specified in Sections 5.01(f) or 5.01(g) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
U.S. Code, Title 11 or any other similar foreign, federal or state law for the
relief of debtors.

     SECTION 6.08. Disqualification; Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

     SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and
surplus of at least $50,000,000. If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


                                       45
<PAGE>


     SECTION 6.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (ii) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (iii) the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent, or

          (iv) a receiver of the Trustee or of its property shall be appointed
     or any public officer shall take charge or control of the Trustee or of
     its property or affairs for the purpose of rehabilitation, conservation or
     liquidation,

then, in any such case, (A) the Company by a Company Order may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security of any series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to such series of
Securities and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with


                                       46
<PAGE>


respect to the Securities of one or more series, the Company, by a Company
Order, shall promptly appoint a successor Trustee with respect to the
Securities of such series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
Securities of such series and supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to Securities of such
series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to Securities of any series and each appointment of a
successor Trustee with respect to Securities of such series to all Holders of
Securities of such series in the manner provided in Section 1.06. Each notice
shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein


                                       47
<PAGE>


each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
to be co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d) No such successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or


                                       48
<PAGE>


consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 6.13. Preferential Collection of Claims Against. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).


                                   ARTICLE 7
                     HOLDERS' LISTS AND REPORTS BY TRUSTEE

     SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee

     (a) with respect to the Securities of any series, not more than 15 days
after each Regular Record Date, if any, for such series, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Holders of the Securities of such series as of such Regular Record Date, and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar; provided, however, that no such list need be
furnished so long as the Trustee is acting as Security Registrar.

     SECTION 7.02. Preservation of Information; Communications to Holders. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.01 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

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


                                       49
<PAGE>


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

     SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted
no later than January 31, in each calendar year, commencing one year after the
original issuance of the first series of Securities under this Indenture.

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

     SECTION 7.04. Reports by Company. The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. In the event the Company is not subject to
Section 13 or 15(d) of the Exchange Act, it shall file with the Trustee upon
request the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.


                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or
merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

          (i) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets


                                       50
<PAGE>


     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     partnership or trust, shall be organized and validly existing under the
     laws of the United States of America, any State thereof or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the
     Trustee, the due and punctual payment of the principal of and interest, if
     any, on all the Securities and the performance or observance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed;

          (ii) immediately after giving effect to such transaction and treating
     any Indebtedness which becomes an obligation of the Company as a result of
     such transaction as having been incurred by the Company at the time of
     such transaction, no Event of Default, and no event which, after notice or
     lapse of time or both, would become an Event of Default, shall have
     happened and be continuing; and

          (iii) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a
     supplemental indenture is required in connection with such transaction,
     such supplemental indenture comply with this Article.

     SECTION 8.02. Successor Substituted. Upon any consolidation of the Company
with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 8.01, the successor Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.


                                       51
<PAGE>


                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

     (b) to add to the covenants of the Company for the benefit of the Holders
of all or any series of the Securities, or to surrender any right or power
herein conferred upon the Company; or

     (c) to add any additional Events of Default for the benefit of the Holders
of all or any series of the Securities;

     (d) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture, provided
that such action pursuant to this Clause (d) shall not adversely affect the
interests of the Holders in any material respect;

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

     (f) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01;

     (g) to authorize the issuance of additional Securities of a series
previously authorized; or

     (h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series.


                                       52
<PAGE>


     SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
voting as one class, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of each such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          (i) change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any Redemption Price thereof,
     or reduce the amount of the principal of an Original Issue Discount
     Security that would be due and payable upon a declaration of acceleration
     of the Maturity thereof pursuant to Section 5.02, or change the Place of
     Payment where, or the currency in which, any Security or interest thereon
     is payable, or impair the right to institute suit for the enforcement of
     any such payment on or after the Stated Maturity thereof (or, in the case
     of redemption, on or after the Redemption Date); or

          (ii) reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for
     any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture; or

          (iii) modify any of the provisions of this Section, Section 5.13 or
     Section 10.11, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby.

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

     SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, in addition to the
documents required by Section 1.02,


                                       53
<PAGE>


an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture.

     SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and, unless such supplemental indenture states that
it shall only apply to Securities of series specified therein, every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act.

     SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


                                   ARTICLE 10
                                   COVENANTS

     SECTION 10.01. Payment of Principal and Interest. The Company covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of and any premium or interest on the Securities
of that series in accordance with the terms of the Securities of that series
and this Indenture.

     SECTION 10.02. Maintenance of Office or Agency. The Company shall maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee


                                       54
<PAGE>


with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any
such other office or agency.

     SECTION 10.03. Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it shall, on or before each due date of the principal of
or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to 10:00 a.m., New York City time, on each due
date of the principal of or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent as such.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in


                                       55
<PAGE>


trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or interest on any
Security of any series and remaining unclaimed for two years after such
principal or interest has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each New York City Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining shall be
repaid to the Company.

     SECTION 10.04. Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     SECTION 10.05. Existence. Subject to Article Eight, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

     SECTION 10.06. Liens. The Company shall not, and shall not permit any
Significant Subsidiary to issue, assume, incur or guarantee any Indebtedness
secured by a Lien, except Permitted Liens, on any Principal Property or any
shares of Capital Stock of any Subsidiary ("Secured Debt"), without at the same
time


                                       56
<PAGE>


effectively providing that the Securities shall be secured equally and ratably
with (or prior to) the Indebtedness so secured for so long as such Indebtedness
is so secured, unless after giving effect thereto, the aggregate amount of
Secured Debt, together with all Attributable Debt of the Company and its
Subsidiaries in respect of Restricted Sale/Leaseback Transactions would not
exceed 20% of Consolidated Net Tangible Assets.

     SECTION 10.07. Limitation on Restricted Sale/Leaseback Transactions. The
Company shall not, and shall not permit any Significant Subsidiary to, enter
into, assume, guarantee or otherwise become liable with respect to any
Restricted Sale/Leaseback Transaction, unless after giving effect thereto the
aggregate amount of Attributable Debt of the Company and its Subsidiaries in
respect of Restricted Sale/Leaseback Transactions, together (without
duplication) with all Secured Debt then outstanding, would not exceed 20% of
Consolidated Net Tangible Assets.

     SECTION 10.08. Reports and Delivery of Certain Information. Whether or not
required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall furnish to the Holders of the
Securities (i) all quarterly and annual financial information that is
substantially equivalent to that which would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required
to file such Forms, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section and, with respect to the
annual information only, a report thereon by the Company's certified
independent accountants and (ii) all reports that are substantially equivalent
to that which would be required to be filed with the Commission on Form 8-K if
the Company were required to file such reports. In addition, whether or not
required by the rules and regulations of the Commission, the Company shall file
a copy of all such information with the Commission for public availability
(unless the Commission will not accept such a filing) and make such information
available to investors who request it in writing.

     SECTION 10.09. Resale of Certain Securities. During the period beginning
on the Issue Date and ending on the date that is two years from the Issue Date,
the Company shall not, and shall not permit any of its "affiliates" (as defined
under Rule 144 under the Securities Act or any successor provision thereto) to,
resell any Securities which constitute "restricted securities" under Rule 144
that have been reacquired by any of them. The Trustee shall have no
responsibility in respect of the Company's performance of its agreement in the
preceding sentence.

     SECTION 10.10. Book-Entry System. If the Securities cease to trade in the
Depositary's book-entry settlement system, the Company covenants and agrees


                                       57
<PAGE>


that it shall use reasonable efforts to make such other book-entry arrangements
that it determines are reasonable for the Securities.

     SECTION 10.11. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 10.06 and 10.07 if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of all
series affected by such waiver, all voting together as one class, shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

                                   ARTICLE 11
                       OPTIONAL REDEMPTION OF SECURITIES

     SECTION 11.01. Applicability of Article.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.

     SECTION 11.02. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the tenor, if applicable, of the Securities to be redeemed, and of the
principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

     SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall


                                       58
<PAGE>


deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     SECTION 11.04. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Securities to be redeemed, at the address appearing in the
Security Register.

     All notices of redemption shall state:

     (a) the Redemption Date,

     (b) the Redemption Price,

     (c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,

     (d) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,

     (e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price,

     (f) for any Securities that by their terms may be converted, the terms of
conversion, the date on which the right to convert the Security to be redeemed
will terminate and the place or places where such Securities may be surrendered
for conversion, and

     (g) that the redemption is for a sinking fund, if such is the case.


                                       59
<PAGE>


     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company, and shall be
irrevocable. The notice of redemption mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the
Holder receives such notice. In any case, failure to give such notice by mail
or any defect in the notice to the Holder of any Security shall not affect the
validity of the proceeding for the redemption of any other Security.

     SECTION 11.05. Deposit of Redemption Price.

     Prior to 10:00 a.m. New York City time on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date, other
than any Securities called for redemption on that date which have been
converted prior to the date of such deposit.

     If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall (subject to any right of the Holder
of such Security or any Predecessor Security to receive interest as provided in
the last paragraph of Section 3.07 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

     SECTION 11.06. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest), such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.


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     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

     SECTION 11.07. Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge to the Holder, a
new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE 12
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 12.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
12.02 or Section 12.03 applied to any series of the Outstanding Securities upon
compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution.

     SECTION 12.02. Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section applied to the Outstanding Securities
of any series, the Company shall be deemed to have been discharged from its
obligations with respect to such series of Securities as provided in this
Section on and after the date the conditions set forth in Section 12.04 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such series of Securities and
this Indenture insofar as such series of Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of such
series of Securities to receive, solely from the trust fund described in
Section 12.04 and as more fully set forth in such Section, payments in respect
of the principal of and interest on such Securities when payments are due, (b)
the Company's obligations with respect to such series of Securities under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (d) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to the Outstanding Securities of any series


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<PAGE>


notwithstanding the prior exercise of its option (if any) to have Section 12.03
applied to such series of Securities.

     SECTION 12.03. Covenant Defeasance. Upon the Company's exercise of its
option (if any) to have this Section applied to any series of the Securities,
(a) the Company shall, with respect to such series of Securities, be released
from its obligations under Section 10.06, Section 10.07 and Article 8 and (b)
the occurrence of any event specified in Sections 5.01(d) (with respect to any
of Section 10.06, Section 10.07 or Article 8) or 5.01(e) shall be deemed not to
be or result in an Event of Default, in each case with respect to such series
of Securities as provided in this Section on and after the date the conditions
set forth in Section 12.04 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such series of Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 5.01(d)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such series of Securities shall be unaffected
thereby.

     SECTION 12.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 12.02 or
Section 12.03 to the then Outstanding Securities of any series:

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.09 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such series of Securities, (i) money in an
amount, or (ii) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money
in an amount, or (iii) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and interest, if
any, on such series of Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such series of Securities. As
used herein, "U.S. Government Obligation" means (x) any security which is (1) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (2) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the


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<PAGE>


payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (1) or (2),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

     (b) In the event of an election to have Section 12.02 apply to such series
of Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of
this instrument, there has been a change in the applicable Federal income tax
law, in either case (i) or (ii) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such series of Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such series of
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

     (c) In the event of an election to have Section 12.03 apply to such series
of Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such series of Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such series of
Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

     (d) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that such series of Securities, if then listed on any
securities exchange, will not be delisted as a result of such deposit.

     (e) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such series of Securities shall
have occurred and be continuing at the time of such deposit or, with regard to
any such event specified in Sections 5.01(f) and 5.01(g), at any time on or
prior to the 90th


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day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).

     (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act).

     (g) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument
to which the Company is a party or by which the Company is bound.

     (h) Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act unless such trust shall be registered under such
Act or exempt from registration thereunder.

     (i) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

     SECTION 12.05. Deposited Money and U.S. Government Obligations to be Held
in Trust; Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 10.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 12.06, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 12.04 in respect of the Outstanding Securities of such series shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such series of Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such series
of Securities, of all sums due and to become due thereon in respect of
principal and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 12.04


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<PAGE>


with respect to the Outstanding Securities of any series which, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
series of Securities.

     SECTION 12.06. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to the
Outstanding Securities of any series by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such series of
Securities from which the Company has been discharged or released pursuant to
Section 12.02 or 12.03 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such series of Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money
held in trust pursuant to Section 12.05 with respect to such series of
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or interest on any such Security of
that series following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such series of
Securities to receive such payment from the money so held in trust.


                                   ARTICLE 13
                                 SINKING FUNDS

     SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series if so specified as contemplated by Section 3.01 for Securities of such
series.

     The minimum amount of any sinking fund payment provided for by the terms
of the Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of the Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of the Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 13.02. Each sinking fund payment shall be applied to the
redemption of the Securities of any series as provided for by the terms of the
Securities of such series.

     SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a


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<PAGE>


series which have been converted in accordance with their terms or which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of the Securities of
such series as provided for by the terms of such series; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities to be so
redeemed (or at such other prices as may be specified for such Securities as
contemplated in Section 3.01), for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of such Securities, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 13.02
stating that such Securities have not been previously used as a credit against
any sinking fund payment and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Section 11.05, 11.06 and 11.07.

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


     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


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<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                     AVON PRODUCTS, INC.


                                     By
                                        -------------------------------------


                                     JPMORGAN CHASE BANK,
                                        as Trustee,


                                     By
                                        -------------------------------------


                                     By
                                        -------------------------------------


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