<PAGE>

                                                                     EXHIBIT 4.1

                                                                [CONFORMED COPY]







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





                          VERIZON GLOBAL FUNDING CORP.,
                                     Issuer


                                       and


                          VERIZON COMMUNICATIONS, INC.,


                           First Union National Bank,
                                     Trustee


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

                                    INDENTURE

                          Dated as of December 1, 2000

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



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


<PAGE>

                          VERIZON GLOBAL FUNDING CORP.
                                       and
                           VERIZON COMMUNICATIONS INC.

         Reconciliation and tie showing the location in the Indenture dated as
of December 1, 2000 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939.

Trust Indenture Act Section                               Indenture Section
---------------------------                               -----------------
Section 310    (a)(1)...................................................609
               (a)(2)...................................................609
               (a)(3)........................................Not Applicable
               (a)(4)........................................Not Applicable
               (b)......................................................608
                  ...................................................610(d)
               (c)...........................................Not Applicable
Section 311    (a)........................................613(a) and 613(c)
               (b)........................................613(b) and 613(c)
               (c)...........................................Not Applicable
Section 312    (a)......................................................701
                  ...................................................702(a)
               (b)...................................................702(b)
               (c)...................................................702(c)
Section 313    (a)...................................................703(a)
               (b)...................................................703(b)
               (c)........................................703(a) and 703(b)
               (d)...................................................703(d)
Section 314    (a)......................................................704
               (b)...........................................Not Applicable
               (c)......................................................102
               (c)(1)...................................................102
               (c)(2)...................................................102
               (c)(3)........................................Not Applicable
               (d)...........................................Not Applicable
               (e)......................................................102
Section 315    (a)...................................................601(a)
               (b)......................................................602
                  ................................................703(a)(7)
               (c)...................................................601(b)
               (d)...................................................601(c)
               (d)(1).............................................601(a)(1)
               (d)(2).............................................601(c)(2)
               (d)(3).............................................601(c)(3)
               (e)......................................................514
Section 316    (a)(1)(A)........................................502 and 512
               (a)(1)(B)................................................513
               (a)(2)........................................Not Applicable
               (b)......................................................508
Section 317    (a)(1)...................................................503
               (a)(2)...................................................504
               (b).....................................................1003
Section 318    (a)......................................................107

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

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


<PAGE>

                                TABLE OF CONTENTS

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PARTIES...........................................................................................................1
RECITALS..........................................................................................................1


                                    ARTICLE I

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions........................................................................................1
SECTION 102.   Compliance Certificates and Opinions..............................................................12
SECTION 103.   Form of Documents Delivered to Trustee............................................................12
SECTION 104.   Acts of Holders...................................................................................13
SECTION 105.   Notices, Etc., to Trustee, Company and Parent.....................................................15
SECTION 106.   Notice to Holders; Waiver.........................................................................15
SECTION 107.   Conflict with Trust Indenture Act.................................................................16
SECTION 108.   Effect of Headings and Table of Contents..........................................................16
SECTION 109.   Successors and Assigns............................................................................16
SECTION 110.   Separability Clause...............................................................................16
SECTION 111.   Benefits of Indenture.............................................................................17
SECTION 112.   Governing Law.....................................................................................17
SECTION 113.   Non-Business Day..................................................................................17
SECTION 114.   Immunity of Incorporators, Stockholders, Officers and Directors...................................17
SECTION 115.   Certain Matters Relating to Currencies............................................................18
SECTION 116.   Language of Notices, Etc..........................................................................18


                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201.   Forms of Securities...............................................................................18
SECTION 202.   Support Agreement.................................................................................19
SECTION 203.   Form of Trustee's Certificate of Authentication...................................................19
SECTION 204.   Securities in Global Form.........................................................................20
SECTION 205.   Legends...........................................................................................20


                                   ARTICLE III

                                 THE SECURITIES

SECTION 301.   Title; Payment and Terms..........................................................................23
SECTION 302.   Denominations and Currencies......................................................................27
SECTION 303.   Execution, Authentication, Delivery and Dating....................................................28
SECTION 304.   Temporary Securities and Exchange of Securities...................................................29
SECTION 305.   Registration, Registration of Transfer and Exchange...............................................33
</TABLE>


                                      -i-

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SECTION 306.   Additional Provisions Applicable to Transfer and Exchange of Restricted Securities................37
SECTION 307.   Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited
                     Investors...................................................................................38
SECTION 308.   Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.........40
SECTION 309.   Mutilated, Destroyed, Lost and Stolen Securities and Coupons......................................41
SECTION 310.   Payment of Interest; Interest Rights Preserved....................................................42
SECTION 311.   Persons Deemed Owners.............................................................................44
SECTION 312.   Cancellation......................................................................................44
SECTION 313.   Computation of Interest...........................................................................45
SECTION 314.   Currency and Manner of Payments in Respect of Securities..........................................45
SECTION 315.   Appointment and Resignation of Currency Determination Agent.......................................48


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401.   Option to Effect Legal Defeasance or Covenant Defeasance..........................................48
SECTION 402.   Legal Defeasance and Discharge....................................................................48
SECTION 403.   Covenant Defeasance...............................................................................49
SECTION 404.   Conditions to Legal or Covenant Defeasance........................................................50
SECTION 405.   Satisfaction and Discharge of Indenture...........................................................51
SECTION 406.   Survival of Certain Obligations...................................................................52
SECTION 407.   Acknowledgment of Discharge by Trustee............................................................52
SECTION 408.   Application of Trust Moneys.......................................................................52
SECTION 409.   Repayment to the Company or Parent; Unclaimed Money...............................................53
SECTION 410.   Reinstatement.....................................................................................53


                                    ARTICLE V

                                    REMEDIES

SECTION 501.   Events of Default.................................................................................54
SECTION 502.   Acceleration of Maturity; Rescission and Annulment................................................55
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee...................................56
SECTION 504.   Trustee May File Proofs of Claim..................................................................57
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities or Coupons............................58
SECTION 506.   Application of Money Collected....................................................................58
SECTION 507.   Limitation on Suits...............................................................................59
SECTION 508.   Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any....59
SECTION 509.   Restoration of Rights and Remedies................................................................59
SECTION 510.   Rights and Remedies Cumulative....................................................................60
SECTION 511.   Delay or Omission Not Waiver......................................................................60
SECTION 512.   Control by Holders................................................................................60
</TABLE>


                                      -ii-

<PAGE>

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SECTION 513.   Waiver of Past Defaults...........................................................................60
SECTION 514.   Undertaking for Costs.............................................................................61
SECTION 515.   Waiver of Stay or Extension Laws..................................................................61
SECTION 516.   Judgment Currency.................................................................................61


                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities...............................................................62
SECTION 602.   Notice of Defaults................................................................................63
SECTION 603.   Certain Rights of Trustee.........................................................................63
SECTION 604.   Not Responsible for Recitals or Issuance of Securities............................................64
SECTION 605.   May Hold Securities...............................................................................65
SECTION 606.   Money Held in Trust...............................................................................65
SECTION 607.   Compensation and Reimbursement....................................................................65
SECTION 608.   Disqualification; Conflicting Interests...........................................................66
SECTION 609.   Corporate Trustee Required; Different Trustees for Different Series; Eligibility..................66
SECTION 610.   Resignation and Removal; Appointment of Successor.................................................66
SECTION 611.   Acceptance of Appointment by Successor............................................................68
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business.......................................69
SECTION 613.   Preferential Collection of Claims Against Company.................................................69
SECTION 614.   Authenticating Agents.............................................................................69


                                   ARTICLE VII

            HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND PARENT

SECTION 701.   Company and Parent to Furnish Trustee Names and Addresses of Holders..............................71
SECTION 702.   Preservation of Information; Communications to Holders............................................71
SECTION 703.   Reports by Trustee................................................................................72
SECTION 704.   Reports by Company and Parent.....................................................................73


                                  ARTICLE VIII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801.   Company and Parent May Consolidate, Etc., Only on Certain Terms...................................74
SECTION 802.   Successor Corporation Substituted.................................................................75


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent of Holders................................................75
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                                      -iii-

<PAGE>

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SECTION 902.   Supplemental Indentures With Consent of Holders...................................................77
SECTION 903.   Execution of Supplemental Indentures..............................................................78
SECTION 904.   Effect of Supplemental Indentures.................................................................78
SECTION 905.   Conformity With Trust Indenture Act...............................................................78
SECTION 906.   Reference in Securities to Supplemental Indentures................................................78


                                    ARTICLE X

                                    COVENANTS

SECTION 1001.   Payment of Principal (and Premium, if any) and Interest, if any..................................79
SECTION 1002.   Maintenance of Office or Agency..................................................................79
SECTION 1003.   Money for Securities Payments To Be Held in Trust................................................80
SECTION 1004.   Lien on Assets...................................................................................81
SECTION 1005.   Waiver of Certain Covenants......................................................................82
SECTION 1006.   Payment of Additional Amounts....................................................................82



                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of This Article....................................................................85
SECTION 1102.   Election to Redeem; Notice to Trustee............................................................85
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed................................................85
SECTION 1104.   Notice of Redemption.............................................................................86
SECTION 1105.   Deposit of Redemption Price......................................................................87
SECTION 1106.   Securities Payable on Redemption Date............................................................87
SECTION 1107.   Securities Redeemed in Part......................................................................88
SECTION 1108.   Tax Redemption; Special Tax Redemption...........................................................88


                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 1201.   Applicability of This Article....................................................................91
SECTION 1202.   Satisfaction of Sinking Fund Payments With Securities............................................91
SECTION 1203.   Redemption of Securities for Sinking Fund........................................................92


                                  ARTICLE XIII

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.   Purposes for Which Meetings May Be Called........................................................92
SECTION 1302.   Call, Notice and Place of Meetings...............................................................92
SECTION 1303.   Persons Entitled to Vote at Meetings.............................................................93
SECTION 1304.   Quorum; Action...................................................................................93
</TABLE>


                                      -iv-

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SECTION 1305.   Determination of Voting Rights; Conduct and Adjournment of Meetings..............................94
SECTION 1306.   Counting Votes and Recording Action of Meetings..................................................94
</TABLE>



EXHIBITS

EXHIBIT A             Support Agreement.

EXHIBIT B             Form of Certificate To Be Delivered to Euroclear or
                      Clearstream by a Beneficial Owner of Securities, in Order
                      to Receive a Definitive Bearer Security in Exchange for an
                      Interest in a Temporary Global Security or to Exchange an
                      Interest in a Temporary Global Security for an Interest in
                      a Permanent Global Security.

EXHIBIT C             Form of Certificate To Be Given to the Appropriate Trustee
                      by Euroclear or Clearstream Regarding the Exchange of a
                      Temporary Global Security for Definitive Securities or for
                      a Portion of a Permanent Global Security.

EXHIBIT D             Form of Certificate To Be Delivered to Euroclear or
                      Clearstream by a Beneficial Owner of Securities, in Order
                      to Receive Payment on a Temporary Global Security.

EXHIBIT E             Form of Certificate To Be Given to the Appropriate Trustee
                      by Euroclear or Clearstream Regarding Payment on a
                      Temporary Global Security.


                                      -v-

<PAGE>

         INDENTURE, dated as of December 1, 2000, among VERIZON GLOBAL FUNDING
CORP., a corporation duly incorporated and existing under the laws of Delaware
and having its principal office at 3900 Washington Street, 2nd Floor,
Wilmington, Delaware, 19802 (hereinafter called the "Company"), VERIZON
COMMUNICATIONS INC., a corporation duly incorporated and existing under the laws
of Delaware and having its principal executive office at 1095 Avenue of the
Americas, New York, New York (hereinafter called "Parent") and First Union
National Bank, a banking association organized and existing under the laws of
the United States of America, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes securities (hereinafter called the "Securities") evidencing its
unsecured indebtedness and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to have such titles, to bear such rates of
interest, to mature at such time or times and to have such other provisions as
shall be fixed as hereinafter provided.

         Parent has duly authorized the execution and delivery of this Indenture
and has deemed it appropriate to enter into a Support Agreement, dated October
31, 2000 (the "Support Agreement"), with the Company, the form of which is
attached as Exhibit A and made a part hereof, in which Parent agreed to assure
the timely payment of the principal of, interest and premium, if any, on the
Securities provided that no Holder of Securities shall have recourse to the
stock or assets of Verizon Services Corp., Telecom Corporation of New Zealand
Limited or any operating telephone company which may from time to time be owned
directly or indirectly by Parent.

         All things necessary to make this Indenture a valid agreement, in
accordance with its terms, have been done, and the Company proposes to do all
things necessary to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, the Company and Parent covenant and agree
with the Trustee, for the equal and proportionate benefit of all Holders of the
Securities or series thereof, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

         For all purposes of this Indenture and all Securities issued hereunder,
except as otherwise expressly provided or unless the context otherwise requires:



                                       1
<PAGE>

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

                  (2) 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;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States, and the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted in the United States at the date or time of
         such computation; and

                  (4) 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.

         Certain terms, used principally in Article Three and Article Six, are
defined in those Articles.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affected Security" has the meaning specified in Section 1108(b).

         "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.

         "applicants" has the meaning specified in Section 702(b).

         "Authenticating Agent" means any Person authorized to authenticate and
deliver Securities on behalf of the Trustee for the Securities of any series
pursuant to Section 614.

         "Authorized Newspapers" means a newspaper customarily published at
least once a day for at least five days in each calendar week and of general
circulation in New York City and in London and, to the extent the Securities are
listed on the Stock Exchange and the Stock Exchange shall so require, in
Luxembourg or, if it shall be impracticable in the opinion of the Trustee for
the Securities of the appropriate series to make such publication, in another
capital city in Western Europe. Such publication (which may be in different
newspapers) is expected to be made in the Eastern edition of The Wall Street
Journal, in the London edition of the Financial Times and in the Luxemburger
Wort.

         "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.



                                       2
<PAGE>

         "Board of Directors", when used with reference to the Company or
Parent, means either the board of directors or any duly authorized committee of
that board or any director or directors and/or officer or officers to whom that
board or committee shall have duly delegated its authority, of the Company or
Parent, as the case may be.

         "Board Resolution", when used with reference to the Company or Parent,
means (1) a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or Parent, as the case may be, to have been duly
adopted by its Board of Directors and to be in full force and effect on the date
of such certification, or (2) a certificate signed by the director or directors
or officer or officers to whom the Board of Directors of the Company or Parent
shall have duly delegated its authority, and delivered to the Trustee for the
Securities of any series.

         "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
provided, however, that, with respect to Securities not denominated in Dollars,
the day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
of the country issuing the Foreign Currency or currency unit or, if the Foreign
Currency or currency unit is euro, the day is also a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
System is open; provided, further, with respect to LIBOR Securities, that the
day is also a London Business Day.

         "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of recognized
standing selected by the Company. The term "independent" when used with respect
to any specified firm of public accountants means such a firm which (1) is in
fact independent, (2) does not have any direct financial interest or any
material indirect financial interest in the Company, Parent or in any other
obligor upon the Securities of any series or in any affiliate of the Company,
Parent or of such other obligor, and (3) is not connected with the Company,
Parent or such other obligor or any affiliate of the Company, Parent or of such
other obligor, as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions, but such firm may be the
regular auditors employed by the Company and Parent. Whenever it is herein
provided that any Certificate of a Firm of Independent Public Accountants shall
be furnished to the Trustee for Securities of any series, such Certificate shall
state that the signer has read this definition and that the signer is
independent within the meaning hereof.

         "Clearstream" means Clearstream Banking S.A., or its successor.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

         "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 on such date.



                                       3
<PAGE>

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

         "Company Request" and "Company Order" mean a written request or order
signed in the name of the Company or Parent, as the case may be by (1) the
Chairman of the Board, a Vice Chairman of the Board, the President, the Chief
Financial Officer or a Vice President (any reference herein to a Vice President
of the Company or Parent, as the case may be, shall be deemed to include any
Vice President of the Company or Parent, as the case may be, whether or not
designated by a number or a word or words added before or after the title "Vice
President"), and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company or
(2) by any two Persons designated in a Company Order previously delivered to the
Trustee for Securities of any series by any two of the foregoing officers and
delivered to the Trustee for Securities of any series.

         "Component Currency" has the meaning specified in Section 314(e).

         "Conversion Event" means the unavailability of any Foreign Currency or
currency unit due to the imposition of exchange controls or other circumstances
beyond the Company's control.

         "Corporate Trust Office" means the office of the Trustee for Securities
of any series at which at any particular time its corporate trust business shall
be administered, which office of the Trustee at the date of the execution of
this Indenture, is located at 123 South Broad Street, Corporate Trust
Administration PA 1249, Philadelphia PA 19109.

         "corporation" includes corporations, limited liability companies,
associations, companies and business trusts.

         "coupon" means any interest coupon appertaining to a Bearer Security.

         "Covenant Defeasance" has the meaning specified in Section 403.

         "Currency Determination Agent", with respect to Securities of any
series, means, unless otherwise specified in the Securities of any series, a New
York Clearing House bank designated pursuant to Section 301 or Section 315.

         "Defaulted Interest" has the meaning specified in Section 310.

         "Definitive IAI Security" has the meaning specified in Section 201.

         "Definitive Securities" means Securities issued in certificated (as
opposed to global) form.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each Person who



                                       4
<PAGE>

is then a Depositary hereunder, and if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Securities of that series.

         "Determination Notice" has the meaning specified in Section 1108(b).

         "Dollars" and the sign "$" mean the currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

         "Election Date" has the meaning specified in Section 314(e).

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor, as operator of the Euroclear system.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Securities Exchange Act of 1934 is amended after
such date, "Exchange Act" means, to the extent required by any such amendment,
the Securities Exchange Act of 1934 as so amended.

         "Exchange Date" has the meaning specified in Section 304.

         "Exchange Securities" shall mean Securities issued in a transaction
which has been registered under the Securities Act in exchange for Restricted
Securities.

         "Foreign Currency" means a currency issued and actively maintained as a
country's recognized unit of domestic exchange by the government of any country
other than the United States and such term shall include the euro.

         "Global Exchange Agent" has the meaning specified in Section 304.

         "Global IAI Security" has the meaning specified in Section 201.

         "Global Securities" means Securities issued in global (as opposed to
certificated) form.

         "Government Obligations" means securities which are (i) direct
obligations of the government which issued the currency in which the Securities
of a particular series are payable (except as provided in Sections 314(b) and
314(d), in which case with respect to Securities for which an election has
occurred pursuant to Section 314(b), or a Conversion Event has occurred as
provided in Section 314(d), such obligations shall be issued in the currency or
currency unit in which such Securities are payable as a result of such election
or Conversion Event) or (ii) obligations of a Person controlled or supervised by
or acting as an agency or instrumentality of the government which issued the
currency in which the Securities of such series are payable (except as provided
in Sections 314(b) and 314(d), in which case with respect to Securities for
which an election has occurred pursuant to Section 314(b), or a Conversion Event
has occurred as provided in Section 314(d)), such obligations shall be issued in
the currency or currency unit in which such Securities are payable as a result
of such election or Conversion Event), the



                                       5
<PAGE>

payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable in
such currency and are not callable or redeemable at the option of the issuer
thereof.

         "Holder", when used with respect to any Security, means in the case of
a Registered Security the Person in whose name a Security is registered in the
Security Register, and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means any bearer thereof.

         "IAI" has the meaning specified in Section 201.

         "IAI Securities" means the collective reference to Global IAI
Securities and Definitive IAI Securities.

         "Indenture" means this instrument 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 and shall include the terms of
a particular series of Securities established as contemplated by Section 301.

         "Indexed Security" means any Security as to which the amount of
payments of principal, premium, if any, and/or interest, if any, due thereon is
determined with reference to the rate of exchange between the currency or
currency unit in which the Security is denominated and any other specified
currency or currency unit, to the relationship between two or more currencies or
currency units, to the price of one or more specified securities or commodities,
to one or more securities or commodities exchange indices or other indices or by
other similar methods or formulas, all as specified in accordance with Section
301.

         "interest", when used with respect to an OID Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

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

         "Issue Date" means the date on which the Securities of a particular
series are originally issued under this Indenture.

         "Judgment Date" has the meaning specified in Section 516.

         "Legal Defeasance" has the meaning specified in Section 402.

         "LIBOR" means, with respect to any series of Securities, the rate
specified as LIBOR for such Securities in accordance with Section 301.

         "LIBOR Currency" means the currency specified pursuant to Section 301
as to which LIBOR will be calculated or, if no currency is specified pursuant to
Section 301, Dollars.

         "LIBOR Security" means any Security which bears interest at a floating
rate calculated with reference to LIBOR.



                                       6
<PAGE>

         "London Business Day" means, with respect to any LIBOR Security, a day
on which commercial banks are open for business, including dealings in the LIBOR
Currency, in London.

         "mandatory sinking fund payment" has the meaning specified in Section
1201.

         "Market Exchange Rate" with respect to any Foreign Currency or currency
unit on any date means, unless otherwise specified in accordance with Section
301, the noon buying rate in The City of New York for cable transfers in such
Foreign Currency or currency unit as certified for customs purposes by the
Federal Reserve Bank of New York for such Foreign Currency or currency unit.

         "Maturity", when used with respect to any Security, means the date on
which the principal (or, if the context so requires, in the case of an OID
Security, a lesser amount or, in the case of an Indexed Security, an amount
determined in accordance with the specified terms of that Security) of that
Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption, request
for redemption, repayment at the option of the Holder, pursuant to any sinking
fund or otherwise.

         "Mortgage" means and includes any mortgage, pledge, lien, security,
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Notice of Default" has the meaning specified in Section 501(3).

         "Officers' Certificate", as when used with reference to the Company or
Parent, means a certificate signed by the Chairman of the Board, a Vice Chairman
of the Board, the Chief Executive Officer, the President, the Chief Financial
Officer or a Vice President (any reference herein to a Vice President of the
Company or Parent, as the case may be, shall be deemed to include any Vice
President of the Company or Parent, as the case may be, whether or not
designated by a number or a word or words added before or after the title "Vice
President"), and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company or
Parent, as the case may be, and delivered to the Trustee for the Securities of
any series.

         "OID Security" means a Security which provides for an amount (excluding
any amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

         "Opinion of Counsel", means, for purposes of Section 1108, a written
opinion of independent legal counsel of recognized standing and, for all other
purposes hereof, means a written opinion of counsel, who may be an employee of
or counsel to the Company or Parent or may be other counsel satisfactory to the
Trustee for the Securities of any series.

         "optional sinking fund payment" has the meaning specified in Section
1201.

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



                                       7
<PAGE>

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

                  (2) Securities or portions thereof for whose payment or
         redemption money in the necessary amount and in the required currency
         or currency unit has been theretofore deposited with the Trustee for
         such Securities or any Paying Agent (other than the Company or any
         other obligor upon the Securities) in trust or set aside and segregated
         in trust by the Company or any other obligor upon the Securities (if
         the Company or any other obligor upon the Securities shall act as its
         own Paying Agent) for the Holders of such Securities; provided,
         however, that, if such Securities or portions thereof are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture, or provision therefore satisfactory to such Trustee has
         been made; and

                  (3) Securities which have been paid pursuant to Section 309 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
         proof satisfactory to the Trustee for such Securities that any such
         Securities are held by bona fide holders in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) Securities
owned by the Company, Parent or any other obligor upon the Securities or any
Affiliate of the Company, Parent or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
for such Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which such
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 such Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company, Parent
or any other obligor upon the Securities or any Affiliate of the Company, Parent
or of such other obligor, (b) the principal amount of an OID Security that shall
be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration pursuant to Section 502 and (c)
the principal amount of a Security denominated in a Foreign Currency or currency
unit that shall be deemed to be outstanding for such purposes shall be
determined in accordance with Section 115.

         "Parent" has the meaning specified in the first paragraph of this
instrument.

         "Paying Agent" means First Union National Bank or any other Person
authorized by the Company to pay the principal of (and premium, if any) or
interest, if any, on any Securities of any series on behalf of the Company.

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



                                       8
<PAGE>

         "Place of Payment" when used with respect to the Securities of any
particular series, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Securities of that series are
payable, as contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by that
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 309 in lieu of a mutilated, destroyed,
lost or stolen Security or a Security to which a mutilated, destroyed, lost or
stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Security or the Security to which the
mutilated, destroyed, lost or stolen coupon appertains, as the case may be.

         "Principal Financial Center" means, unless otherwise specified in
accordance with Section 301:

                  (1) the capital city of the country issuing the Foreign
         Currency or currency unit, except that with respect to Dollars,
         Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
         South African rand and Swiss francs, the "Principal Financial Center"
         will be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
         Amsterdam, Johannesburg and Zurich, respectively, or

                  (2) the capital city of the country to which the LIBOR
         Currency relates, except that with respect to Dollars, Canadian
         dollars, Deutsche marks, Dutch guilders, Portuguese escudos, South
         African rand and Swiss francs, the "Principal Financial Center" will be
         The City of New York, Toronto, Frankfurt, Amsterdam, London,
         Johannesburg and Zurich, respectively.

         "Private Placement Legend" has the meaning specified in Section 205.

         "QIB" means any "qualified institutional buyer" (as defined in Rule
144A under the Securities Act).

         "Redemption Date", when used with respect to any Security to be
redeemed in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means, unless otherwise specified in such Security, an amount, in the
currency or currency unit in which such Security is denominated or which is
otherwise provided for pursuant hereto, equal to the principal amount thereof
(and premium, if any, thereon) together with accrued interest, if any, to the
Redemption Date.

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series, means the date, if any,
specified for that purpose as contemplated by Section 301.



                                       9
<PAGE>

         "Regulation S" means Regulation S under the Securities Act.

         "Regulation S Global Security" has the meaning specified in Section
201.

         "Regulation S Legend" has the meaning specified in Section 205.

         "Regulation S Restricted Period" means with respect to any series of
Securities the 40 consecutive days beginning on and including the later of (A)
the day on which any Regulation S Securities of such series are offered to
persons other than distributors (as defined in Regulation S under the Securities
Act) and (B) the date on which any such Securities are originally issued.

         "Regulation S Security" has the meaning specified in Section 201.

         "Resale Restriction Termination Date" shall have the meaning specified
in Section 306.

         "Responsible Officer", when used with respect to the Trustee for any
series of Securities, means the chairman or vice chairman of the board of
directors, the chairman or vice chairman of the executive committee of the board
of directors, the president, any vice president (whether or not designated by a
number or a word or words added before or after the title "vice president"), the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of such Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "restricted period" has the meaning specified in Section 303.

         "Restricted Securities" shall mean Securities of any series that are
offered and sold in a transaction that was not registered under the Securities
Act.

         "Restricted Securities Legend" means the Private Placement Legend set
forth in clause (A) of Section 205 or the Regulation S Legend set forth in
clause (B) of Section 205, as applicable.

         "Rule 144A Securities" has the meaning specified in Section 201.

         "Rule 144A Global Security" has the meaning specified in Section 201.

         "Securities" means securities evidencing unsecured indebtedness of the
Company authenticated and delivered under this Indenture, including any Exchange
Securities.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Custodian" means the custodian with respect to any Global
Security (as appointed by the Depositary), or any successor Person thereto, and
shall initially be the Trustee.



                                       10
<PAGE>

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         A "series" of Securities means all Securities denoted as part of the
same series authorized by or pursuant to a particular Board Resolution.

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee for such
series pursuant to Section 310.

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

         "Stock Exchange" unless specified otherwise with respect to any
particular series of Securities, means the Luxembourg Stock Exchange.

         "Substitute Date" has the meaning specified in Section 516.

         "Support Agreement" has the meaning specified in the third paragraph of
this instrument.

         "Support Obligations" means the obligations of Parent under the Support
Agreement.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Trustee hereunder. If
there shall be at one time more than one Trustee hereunder, "Trustee" shall mean
each such Trustee and shall apply to each such Trustee only with respect to
those series of Securities with respect to which it is serving as Trustee.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this Indenture was executed; provided, however, that in the event the Trust
Indenture Act 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.

         "United States" means, unless otherwise specified with respect to
Securities of any series, the United States of America (including the States and
the District of Columbia), its territories, its possessions (which include, at
the date of this Indenture, Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to
its jurisdiction.

         "United States Alien" has the meaning specified in Section 1006.

         "United States person" has the meaning specified in Section 1108(b).

         "Yield to Maturity", when used with respect to any OID Security, means
the yield to maturity, if any, set forth on the face thereof.



                                       11
<PAGE>

SECTION 102. Compliance Certificates and Opinions.

         Upon any application or request by the Company or Parent to the Trustee
for any series of Securities to take any action under any provision of this
Indenture, the Company or Parent, as the case may be, shall furnish to such
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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

SECTION 103. 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 or Parent 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 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 or Parent, as the case may be, stating
that the information with respect to such factual matters is in the possession
of the Company or Parent, as the case may be, unless such counsel



                                       12
<PAGE>

knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

         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 104. Acts of Holders.

         (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. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given by Holders of such
series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
for the appropriate series of Securities and, where it is hereby expressly
required, to the Company or Parent or both of them. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the
Trustee for the appropriate series of Securities and the Company and Parent and
any agent of such Trustee or the Company or Parent, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1306.

         The Company may at its discretion set a record date for purposes of
determining the identity of Holders of Registered Securities entitled to vote or
consent to any action by vote or consent authorized or permitted under this
Indenture, but the Company shall have no obligation to do so. If not set by the
Company prior to the first solicitation of Holders of Registered Securities of a
particular series made by any Person in respect 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 30 days prior to the first solicitation of such vote or
consent. Upon the fixing of such a record date, those persons who were Holders
of Registered Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled with respect to such Registered
Securities to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be Holders
after such record date.

         (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 the certificate of any 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



                                       13
<PAGE>

thereof. Where such execution is by an officer of a corporation or association
or a member of a partnership, or an official of a public or governmental body,
on behalf of such corporation, association, partnership or public or
governmental body or by a fiduciary, such certificate or affidavit shall also
constitute sufficient proof of his authority.

         (c) The fact and date of the execution by any Person 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 for the appropriate series
of Securities deems sufficient.

         (d) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

         (e) The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee for such Securities to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by such Trustee to be satisfactory. The Trustee for such Securities and
the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, (2) such Bearer Security is
produced to such Trustee by some other Person, (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also be
proved in any other manner which the Company and the Trustee for such Securities
deem sufficient.

         (f) Subject to Section 115, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under this
Indenture, the principal amount of an OID Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502 at the time the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee for such Securities.

         (g) Any request, demand, authorization, direction, notice, consent,
waiver or other action by 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 for such
Securities, the Security Registrar, any Paying Agent or the Company or Parent in
reliance thereon, whether or not notation of such action is made upon such
Security.



                                       14
<PAGE>

SECTION 105. Notices, Etc., to Trustee, Company and Parent.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other documents provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the Trustee for a series of Securities by any Holder or by
         the Company or Parent shall be sufficient for every purpose hereunder
         if made, given, furnished or filed in writing to or with such Trustee
         at its Corporate Trust Office, Attention: Corporate Trustee
         Administration Department, or if sent by facsimile transmission, to a
         facsimile number provided by the Trustee, with a copy mailed, first
         class postage prepaid to the Trustee addressed to it as provided above,
         or

                  (2) the Company or Parent by such Trustee or by any Holder
         shall be sufficient for every purpose hereunder (except as provided in
         paragraphs (3), (4) and (5) of Section 501) if in writing and mailed,
         first class postage prepaid, addressed in the case of the Company 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 such Trustee by the Company, or if sent by facsimile
         transmission, to a facsimile number provided to the Trustee by the
         Company, with a copy mailed, first class postage prepaid, to the
         Company addressed to it as provided above, and with a copy to Parent,
         and addressed in the case of Parent to it at the address specified in
         the first paragraph of this instrument or at any other address
         previously furnished in writing to such Trustee by Parent, or if sent
         by facsimile transmission, to a facsimile number provided to the
         Trustee by Parent, with a copy mailed, first class postage prepaid, to
         Parent addressed to it as provided above, and with a copy to the
         Company.

SECTION 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given (unless otherwise herein expressly
provided) to Holders of Registered Securities 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, and not
earlier than the earliest date, prescribed for the giving of such notice; and
(2) such notice shall be sufficiently given (unless otherwise herein expressly
provided) to Holders of Bearer Securities who have filed their names and
addresses with the Trustee for such purpose within the previous two years if in
writing and mailed, first class postage prepaid, to each such Holder at his
address as so filed not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice, or to all other Holders
of Bearer Securities if published in an Authorized Newspaper on a Business Day
at least twice, the first such publication to be not earlier than the earliest
date, and the second such publication to be not later than the latest date,
prescribed herein for the giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as



                                       15
<PAGE>

provided herein. Any notice mailed in the manner prescribed by this Indenture
shall be deemed to have been given whether or not received by any particular
Holder. 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 to Holders of
Registered Securities by mail, then such notification as shall be made with the
approval of the Trustee for such Securities shall constitute a sufficient
notification for every purpose hereunder.

         In case by reason of the suspension of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be made with the
approval of the Trustee for such Securities shall constitute sufficient notice
to such Holders for every purpose hereunder. Neither the failure to give notice
by publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice to
Holders of Registered Securities given as provided herein.

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

SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties shall
control. Until such time as this Indenture shall be qualified under the Trust
Indenture Act, this Indenture, the Company, Parent and the Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Indenture were so
qualified on the date hereof.

SECTION 108. 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 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company or Parent
shall bind their successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

         In case any provision in this Indenture or in the Securities or coupons
or in the Support Agreement 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.



                                       16
<PAGE>

SECTION 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities or in any coupons
appertaining thereto, expressed or implied, shall give to any Person, other than
the parties hereto, any Paying Agent, any Security Registrar and their
successors hereunder and the Holders of Securities or coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. 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 113. Non-Business Day.

         Unless otherwise stated with respect to Securities of any series, in
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
a Security of any particular series shall not be a Business Day at any Place of
Payment with respect to Securities of that series, then (notwithstanding any
other provision of this Indenture or of the Securities or coupons) payment of
principal of (and premium, if any) and interest, if any, with respect to such
Security 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 Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

SECTION 114. Immunity of Incorporators, Stockholders, Officers and Directors.

         No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Security or coupon of any
series, or for any claim based thereon, or upon any obligation, covenant or
agreement of this Indenture or the Support Agreement, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, Parent or of any successor corporation, either directly or indirectly
through the Company, Parent or any successor corporation, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
of penalty or otherwise; it being expressly agreed and understood that this
Indenture, the Support Agreement and all the Securities and coupons of each
series are solely corporate obligations, and that no personal liability whatever
shall attach to, or is incurred by, any incorporator, stockholder, officer or
director, past, present or future, of the Company, Parent or of any successor
corporation, either directly or indirectly through the Company, Parent or any
successor corporation, because of the incurring of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture, the Support Agreement or in any of the
Securities or coupons of any series, or to be implied herefrom or therefrom; and
that all such personal liability is hereby expressly released and waived as a
condition of, and as part of the consideration for, the execution of this
Indenture and the issuance of the Securities and coupons of each series.



                                       17
<PAGE>

SECTION 115. Certain Matters Relating to Currencies.

         Subject to Section 314, each reference to any currency or currency unit
in any Security, or in the Board Resolution or supplemental indenture relating
thereto, shall mean only the referenced currency or currency unit and no other
currency or currency unit.

         The Trustee shall segregate moneys, funds and accounts held by the
Trustee in one currency or currency unit from any moneys, funds or accounts held
in any other currencies or currency units, notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such amounts.

         Whenever any action or Act is to be taken hereunder by the Holders of
Securities denominated in a Foreign Currency or currency unit, then for purposes
of determining the principal amount of Securities held by such Holders, the
aggregate principal amount of the Securities denominated in a Foreign Currency
or currency unit shall be deemed to be that amount of Dollars that could be
obtained for such principal amount on the basis of a spot rate of exchange
specified to the Trustee for such series in an Officers' Certificate for such
Foreign Currency or currency unit into Dollars as of the date the taking of such
action or Act by the Holders of the requisite percentage in principal amount of
the Securities is evidenced to such Trustee.

SECTION 116. Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, and any published notice may also be in an official language of the
country of publication.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201. Forms of Securities.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in such form or
forms (including global 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 or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required by this Indenture or any indenture supplemental hereto or to comply
with any law, with any rule or regulation made pursuant thereto, with any rules
of any securities exchange, automated quotation system or clearing agency or to
conform to usage, as may, consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their execution of such
Securities or coupons.

         Unless determined differently as contemplated by the preceding
paragraph, Restricted Securities of a series offered and sold to QIBs in the
United States of America in reliance on



                                       18
<PAGE>

Rule 144A ("Rule 144A Securities") shall be issued in the form of one or more
permanent Global Securities, without interest coupons, bearing appropriate
legends as set forth in Section 205 (each, a "Rule 144A Global Security").

         Unless determined differently as contemplated by the second preceding
paragraph, Restricted Securities of a series offered and sold outside the United
States of America in reliance on Regulation S (each, a "Regulation S Security")
shall be issued in the form of one or more permanent Global Securities, without
interest coupons, bearing appropriate legends as set forth in Section 205 (each,
a "Regulation S Global Security").

         Unless determined differently as contemplated by the third preceding
paragraph, Restricted Securities of a series offered, sold and initially issued
to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3)
and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States
of America without registration under the Securities Act shall be issued as
Definitive Securities, without interest coupons, bearing appropriate legends as
set forth in Section 205, (each, a "Definitive IAI Security"). Upon such
issuance, the Trustee shall register such Institutional Accredited Investor
Securities in the name of the beneficial owner or owners of such Securities (or
the nominee of such beneficial owner or owners) and deliver the certificates for
such Institutional Accredited Investor Securities to the respective beneficial
owner or owners.

         Unless determined differently as contemplated by the fourth preceding
paragraph, Restricted Securities of a series resold to IAIs who are not QIBs, in
the United States shall be issued in the form of one or mare permanent Global
Securities, without interest coupons, bearing appropriate legends as set forth
in Section 205 (each, a "Global IAI Security")

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

         The Securities and coupons, if any, shall be printed, lithographed or
engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities or coupons, as evidenced by
their execution thereof.

SECTION 202. Support Agreement.

         Holders of Securities and the Trustee are entitled to the benefits of
the Support Agreement.

SECTION 203. Form of Trustee's Certificate of Authentication.

         The Certificate of Authentication on all Securities shall be in
substantially the following form:


                  "This is one of the Securities of the series designated
         therein described in the within-mentioned Indenture.




                                       19
<PAGE>

                                       [Trustee],
                                       as Trustee


                                       By
                                          --------------------------------------
                                          Authorized Officer

SECTION 204. Securities in Global Form.

         If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased to reflect exchanges and transfers. Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee and in such manner as shall be specified in such Security. Any
instructions by the Company with respect to a Security in global form, after its
initial issuance, shall be in writing but need not comply with Section 102.

         Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form.

SECTION 205. Legends.

         Unless determined differently as provided in Section 201, Global
Securities shall bear the following legend on the face thereof:


         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
         YORK, NEW YORK, 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 DTC (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 HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
         HEREOF."



                                       20
<PAGE>

         Unless determined differently as provided in Section 201,

                  (A) each Rule 144A Global Security (and each Definitive
Security issued upon the transfer of all or a portion of the beneficial interest
in such Global Security), each Definitive IAI Security and each Global IAI
Security (and each Definitive Security issued upon the transfer of all or a
portion of the beneficial interest in such Global Security) shall bear the
following legend (the "Private Placement Legend") on the face thereof:


         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
         SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
         BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
         SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
         TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO
         YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
         DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
         OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
         COMPANY, OR VERIZON COMMUNICATIONS INC., (B) PURSUANT TO A REGISTRATION
         STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
         (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
         RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
         IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
         ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
         (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
         ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
         INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
         AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH
         A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
         VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
         EXEMPTION



                                       21
<PAGE>

         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
         THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY
         OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
         REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.";
         and

                  (B) each Regulation S Global Security (and each Definitive
Security issued upon the transfer of all or a portion of the beneficial interest
in such Global Security) shall bear the following legend (the "Regulation S
Legend") on the face thereof:


         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
         U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
         IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
         WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
         ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
         SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
         WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
         AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
         WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
         ONLY (A) TO THE COMPANY, OR VERIZON COMMUNICATIONS INC., (B) PURSUANT
         TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
         PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S, (E) TO AN INSTITUTIONAL ACCREDITED
         INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
         THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
         OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
         EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
         SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
         OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
         OF THE SECURITIES ACT OR (F) PURSUANT



                                       22
<PAGE>

         TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
         PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E)
         OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
         AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE
         OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
         APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
         BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE
         REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER
         OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER
         THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE
         CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT."; and

                  (C) each Definitive IAI Security and each Global IAI Security
(and each Definitive Security issued upon the transfer of all or a portion of
the beneficial interest in such Global Security) shall also bear the following
additional legend on the face thereof:


         IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
         SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
         COMPLIED WITH THE FOREGOING RESTRICTIONS.

         Upon the transfer, exchange or replacement of Securities not bearing a
Restricted Securities Legend, the Securities Registrar shall deliver Securities
that do not bear a Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities bearing a Restricted Securities Legend, the Securities
Registrar shall deliver only Securities that bear a Restricted Securities Legend
unless (i) such Securities are exchanged for Exchange Securities (ii) such
Securities are sold under an effective registration statement or (iii) there is
delivered to the Securities Registrar an Opinion of Counsel to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.



                                       23
<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

SECTION 301. Title; Payment and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered and Outstanding under this Indenture is unlimited. The Securities
may be issued up to the aggregate principal amount of Securities from time to
time authorized by or pursuant to Board Resolutions of the Company.

         The Securities may be issued in one or more series, each of which shall
be issued pursuant to a Board Resolution of the Company. There shall be
established in one or more Board Resolutions of the Company or pursuant to one
or more Board Resolutions of the Company and, subject to Section 303, set forth
in, or determined in the manner provided in, an Officer's Certificate of the
Company, or established in one or more supplemental indentures hereto, prior to
the issuance of Securities of any series all or any of the following, as
applicable (each of which, if so provided, may be determined from time to time
by the Company with respect to unissued Securities of that series and set forth
in the Securities of that series when issued from time to time):

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of that 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 that series pursuant to Section 304, 305, 306, 309,
         906 or 1107);

                  (3) whether Securities of that series are to be issuable as
         Registered Securities, Bearer Securities or both (and, if Bearer
         Securities are to be issued, whether such Bearer Securities shall have
         interest coupons attached) and, if other than as provided herein, any
         restrictions on the exchange of one form of Securities for another and
         on the offer, sale and delivery of the Securities in either form;

                  (4) the date or dates (or manner of determining the same) on
         which the principal of the Securities of that series is payable (which,
         if so provided in such Board Resolutions, may be determined by the
         Company from time to time and set forth in the Securities of the series
         issued from time to time);

                  (5) the rate or rates (or the manner of calculation thereof)
         at which the Securities of that series shall bear interest (if any),
         the date or dates from which such interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable (or manner of
         determining the same) and the Regular Record Date for the interest
         payable on any Registered Securities on any Interest Payment Date and
         the extent to which, or the



                                       24
<PAGE>

         manner in which, any interest payable on a temporary Global Security on
         an Interest Payment Date will be paid if other than in the manner
         provided in Section 310;

                  (6) the place or places where, subject to the provisions of
         Section 1002, the principal of (and premium, if any) and interest, if
         any, on Securities of that series shall be payable, any Registered
         Securities of that series may be surrendered for registration of
         transfer, any Securities of that series may be surrendered for
         exchange, and notices and demands to or upon the Company in respect of
         the Securities of that series and this Indenture may be served;

                  (7) the period or periods within which (or manner of
         determining the same), the price or prices at which (or manner of
         determining the same), the currency or currency unit in which, and the
         terms and conditions upon which Securities of that series may be
         redeemed, in whole or in part, at the option of the Company, and any
         remarketing arrangements with respect to the Securities of that series;

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

                  (9) if the currency in which the Securities of that series
         shall be issuable is Dollars, the denominations in which any Registered
         Securities of that series shall be issuable, if other than
         denominations of $1,000 and any integral multiple thereof, and the
         denominations in which any Bearer Securities of that series shall be
         issuable, if other than the denomination of $5,000;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of that series which shall be
         payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (11) any Events of Default and covenants of the Company and/or
         Parent with respect to the Securities of that series, whether or not
         such Events of Default or covenants are consistent with the Events of
         Default or covenants set forth herein;

                  (12) if a Person other than First Union National Bank is to
         act as trustee for the Securities of that series, the name and location
         of the Corporate Trust Office of such trustee;

                  (13) if other than Dollars, the currency or currency unit in
         which payment of the principal of (and premium, if any) or interest, if
         any, on the Securities of that series shall be made or in which the
         Securities of that series shall be denominated and the particular
         provisions applicable thereto in accordance with, in addition to or in
         lieu of the provisions of Section 314;


                                       25
<PAGE>

                  (14) if the principal of (and premium, if any) and interest,
         if any, on the Securities of that series are to be payable, at the
         election of the Company or a Holder thereof, in a currency or currency
         unit other than that in which such Securities are denominated or stated
         to be payable, in accordance with provisions in addition to or in lieu
         of, or in accordance with the provisions of, Section 314, the period or
         periods within which (including the Election Date), and the terms and
         conditions upon which, such election may be made, and the time and
         manner of determining the exchange rate between the currency or
         currency unit in which such Securities are denominated or stated to be
         payable and the currency or currency unit in which such Securities are
         to be so payable;

                  (15) the designation of the original Currency Determination
         Agent, if any;

                  (16) if the Securities of such series are issuable as Indexed
         Securities, the manner in which the amount of payments of principal,
         premium, if any, and interest, if any, on that series shall be
         determined;

                  (17) if the Securities of that series do not bear interest,
         the applicable dates for purposes of Section 701;

                  (18) if other than as set forth in Article Four, provisions
         for the satisfaction and discharge of this Indenture with respect to
         the Securities of that series;

                  (19) the date as of which any Bearer Securities of that series
         and any Global Security representing Outstanding Securities of that
         series shall be dated if other than the date of original issuance of
         the first Security of that series to be issued;

                  (20) the application, if any, of Sections 1006 and 1108 to the
         Securities of that series;

                  (21) if other than as provided in Article II and this Article
         III, whether the Securities of the series shall be issued in whole or
         in part in the form of a Global Security or Securities and, in such
         case, the Depositary and Global Exchange Agent, if any, for such Global
         Security or Securities, whether such global form shall be permanent or
         temporary and, if applicable, the Exchange Date;

                  (22) if other than as provided in Article II and this Article
         III, if Securities of the series are to be issuable initially in the
         form of a temporary Global Security, the circumstances under which the
         temporary Global Security can be exchanged for Definitive Securities
         and whether the Definitive Securities will be Registered Securities
         and/or Bearer Securities and will be in global form and whether
         interest in respect of any portion of such Global Security payable in
         respect of an Interest Payment Date prior to the Exchange Date shall be
         paid to any clearing organization with respect to a portion of such
         Global Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date if other than as provided in this Article Three;



                                       26
<PAGE>

                  (23) the extent and manner, if any, to which payment on or in
         respect of Securities of that series and/or the Support Obligations
         will be subordinated to the prior payment of other liabilities and
         obligations of the Company or Parent, as the case may be;

                  (24) the extent, if any, to which payments by Parent under the
         Support Agreement will be net of taxes, duties, assessments or other
         governmental charges imposed or levied by or on behalf of any
         governmental taxing authority;

                  (25) whether the Company shall enter into an exchange and
         registration rights agreement with respect to the Securities of the
         series and if so, the terms thereof;

                  (26) the forms of the Securities of that series; and

                  (27) any other terms of that series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         Except as provided in or pursuant to Section 205, all Securities of any
particular series and the coupons appertaining to any Bearer Securities of such
series shall be substantially identical except as to denomination, rate of
interest, Stated Maturity and the date from which interest, if any, shall
accrue, and except as may otherwise be provided in or pursuant to such Board
Resolutions and set forth in such Officer's Certificate relating thereto or
provided in or pursuant to any supplemental indenture hereto. The terms of such
Securities, as set forth above, may be determined by the Company from time to
time if so provided in or established pursuant to the authority granted in Board
Resolutions. All Securities of any one series need not be issued at the same
time, and unless otherwise provided, a series may be reopened for issuance of
additional Securities of such series.

         Prior to the delivery of a Security of any series in any such form to
the Trustee for the Securities of such series for authentication, the Company
shall deliver to such Trustee the following:

                  (1) The Board Resolutions of the Company by or pursuant to
         which such form of Security has been approved and, if applicable, the
         supplemental indenture by or pursuant to which such form of Security
         has been approved;

                  (2) An Officers' Certificate of the Company dated the date
         such Certificate is delivered to such Trustee stating that all
         conditions precedent provided for in this Indenture relating to the
         authentication and delivery of Securities in such forms have been
         complied with; and

                  (3) An Opinion of Counsel stating that (i) Securities in such
         forms, together with any coupons appertaining thereto, when (a)
         completed by appropriate insertions and executed and delivered by the
         Company to such Trustee for authentication in accordance with this
         Indenture, (b) authenticated and delivered by such Trustee in
         accordance with this Indenture within the authorization as to aggregate
         principal amount established from time to time by the Board of
         Directors of the Company, and (c) sold in the manner specified in such
         Opinion of Counsel, will be the legal, valid and binding obligations of
         the Company and (ii) the Support Agreement is the legal, valid and
         binding obligation of

                                       27
<PAGE>

         Parent, in each case subject to the effects of applicable bankruptcy,
         reorganization, fraudulent conveyance, moratorium, insolvency and other
         similar laws generally affecting creditors' rights, to general
         equitable principles, to an implied covenant of good faith and fair
         dealing and to such other qualifications as such counsel shall conclude
         do not materially affect the rights of Holders of such Securities.

SECTION 302. Denominations and Currencies.

         Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof, and any
Bearer Securities of a series shall be issuable in the denomination of $5,000,
or the equivalent amounts thereof in the case of Registered Securities and
Bearer Securities denominated in a Foreign Currency or currency unit.

SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities and any related coupons shall be executed on behalf of
the Company by its Chairman of the Board, a Vice Chairman of the Board, its
President, its Chief Financial Officer or one of its Vice Presidents. The
officer executing the same shall also certify that the Support Agreement
endorsed thereon is a true and complete copy of the manually executed Support
Agreement. Such Support Agreement shall constitute an integral part of each such
Security, and the Holder of each such Security shall be entitled to rely on the
obligations of Parent set forth in such Support Agreement. The signature of any
of these officers on the Securities may be manual or facsimile.

         Securities and coupons 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 together with
any coupons appertaining thereto, executed by the Company, to the Trustee for
the Securities of such series for authentication, together with a Company Order
for the authentication and delivery of such Securities, and such Trustee, in
accordance with the Company Order, shall authenticate and deliver such
Securities; provided, however, that, during the "restricted period" (as defined
in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no
Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a Bearer Security may be delivered
outside the United States in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished to the
Trustee for the Securities of such series a certificate substantially in the
form set forth in Exhibit B to this Indenture. If any Security shall be
represented by a permanent Global Security, then, for purposes of this Section
and Section 304, the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
Global Security shall be deemed to be delivery in connection with the original
issuance of such beneficial owner's interest in such permanent Global Security.
Except as permitted by Section 309 or 310, the Trustee for the Securities of a
series shall not authenticate and deliver any Bearer



                                       28
<PAGE>

Security unless all appurtenant coupons for interest then matured other than
matured coupons in default have been detached and cancelled. If all the
Securities of any one series are not to be issued at one time and if a Board
Resolution relating to such Securities shall so permit, such Company Order may
set forth procedures acceptable to the Trustee for the issuance of such
Securities, including, without limitation, procedures with respect to interest
rate, Stated Maturity, date of issuance and date from which interest, if any,
shall accrue.

         Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary to
deliver the Board Resolution, Officers' Certificate and Opinion of Counsel
otherwise required pursuant to Sections 102 and 301 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Registered Security shall be dated the date of its authentication,
and, unless otherwise specified as contemplated by Section 301, each Bearer
Security shall be dated as of the date of original issuance of the first
Security of such series to be issued.

         No Security or coupon appertaining thereto 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 manually executed by the Trustee for such Security
or on its behalf pursuant to Section 614, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.

         In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor Authenticating Agent had itself
authenticated such Securities.

         Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

SECTION 304. Temporary Securities and Exchange of Securities.

         (a) Pending the preparation of permanent Securities of any particular
series, the Company may execute, and upon Company Order the Trustee for the
Securities of such series shall authenticate and deliver, in the manner
specified in Section 303, temporary Securities which are printed, lithographed,
typewritten, photocopied or otherwise produced, in any denomination, with like
terms and conditions as the permanent Securities of like series in lieu of which
they are issued in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and having endorsed thereon the text of the
Support Agreement, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.



                                       29
<PAGE>

Any such temporary Securities may be in global form, representing such of the
Outstanding Securities of such series as shall be specified therein.

         Except in the case of temporary Bearer Securities in global form (which
shall be exchanged only in accordance with the provisions of Section 304(b)), if
temporary Securities of any particular series are issued, the Company will cause
permanent Securities of that series to be prepared without unreasonable delay.
After the preparation of such permanent Securities, the temporary Securities of
such series shall be exchangeable for such permanent Securities and of a like
Stated Maturity and with like terms and provisions upon surrender of the
temporary Securities of such series, together with all unmatured and matured
coupons in default, if any, 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 particular series,
the Company shall execute and (in accordance with a Company Order delivered at
or prior to the authentication of the first permanent Security of such series)
the Trustee for the Securities of such series or the Global Exchange Agent shall
authenticate and deliver in exchange therefor a like principal amount of
permanent Securities of authorized denominations of the same series and of a
like Stated Maturity and with like terms and provisions having endorsed thereon
the text of the Support Agreement; provided, however, unless otherwise specified
pursuant to Section 301, no permanent Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
permanent Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 304(b).
Until exchanged as hereinabove provided, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
permanent Securities of the same series and with like terms and conditions,
except as to payment of interest, if any, authenticated and delivered hereunder.

         Any temporary Global Security and any permanent Global Security shall,
unless otherwise provided therein, be delivered to a Depositary designated
pursuant to Section 301.

         (b) Without unnecessary delay but in any event not later than the date
specified in or determined pursuant to the terms of any such temporary Global
Security (the "Exchange Date"), the Securities represented by any temporary
Global Security of a series of Securities issuable in bearer form may be
exchanged for Definitive Securities (subject to the second succeeding paragraph)
or Securities to be represented thereafter by one or more permanent Global
Securities, without interest coupons. On or after the Exchange Date such
temporary Global Security shall be surrendered by the Depositary to the Trustee
for such Security, as the Company's agent for such purpose, or the agent
appointed by the Company pursuant to Section 301 to effect the exchange of the
temporary Global Security for Definitive Securities (the "Global Exchange
Agent"), and following such surrender, such Trustee or the Global Exchange Agent
(as authorized by the Trustee as an Authenticating Agent pursuant to Section
614) shall (1) endorse the temporary Global Security to reflect the reduction of
its principal amount by an equal aggregate principal amount of such Security,
(2) endorse the applicable permanent Global Security, if any, to reflect the
initial amount, or an increase in the amount of Securities represented thereby,
(3) manually authenticate such Definitive Securities or such permanent Global
Security, as the case may be, (4) subject to Section 303, deliver such
Definitive Securities to the Holder thereof or, as the case may be, deliver such
permanent Global Security to the Depositary to be held outside the United States
for the accounts of Euroclear and Clearstream, for credit to the respective
accounts at



                                       30
<PAGE>

Euroclear and Clearstream, designated by or on behalf of the beneficial owners
of such Securities (or to such other accounts as they may direct) and (5)
redeliver such temporary Global Security to the Depositary, unless such
temporary Global Security shall have been cancelled in accordance with Section
312 hereof; provided, however, that, unless otherwise specified in such
temporary Global Security, upon such presentation by the Depositary, such
temporary Global Security shall be accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary Global Security held for its account then to be exchanged for
Definitive Securities or one or more permanent Global Securities, as the case
may be, and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream, as to the portion of such temporary Global Security held
for its account then to be exchanged for Definitive Securities or one or more
permanent Global Securities, as the case may be, each substantially in the form
set forth in Exhibit C to this Indenture. Each certificate substantially in the
form of Exhibit C hereto of Euroclear or Clearstream, as the case may be, shall
be based on certificates of the account Holders listed in the records of
Euroclear or Clearstream, as the case may be, as being entitled to all or any
portion of the applicable temporary Global Security. An account holder of
Euroclear or Clearstream, as the case may be, desiring to effect the exchange of
interest in a temporary Global Security for an interest in Definitive Securities
or one or more permanent Global Securities shall instruct Euroclear or
Clearstream, as the case may be, to request such exchange on its behalf and
shall deliver to Euroclear or Clearstream, as the case may be, a certificate
substantially in the form of Exhibit B hereto and dated no earlier than 15 days
prior to the Exchange Date. Until so exchanged, temporary Global Securities
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Securities and permanent Global Securities of the same series
authenticated and delivered hereunder, except as provided in the fourth
succeeding paragraph.

         The delivery to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent by Euroclear or Clearstream of any
certificate substantially in the form of Exhibit C hereto may be relied upon by
the Company and such Trustee or the Global Exchange Agent as conclusive evidence
that a corresponding certificate or certificates has or have been delivered to
Euroclear or to Clearstream, as the case may be, pursuant to the terms of this
Indenture.

         On or prior to the Exchange Date, the Company shall deliver to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent Definitive Securities in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. At any time
on or after the Exchange Date, upon 30 days' notice to the Trustee for the
Securities of the appropriate series or the Global Exchange Agent by Euroclear
or Clearstream, as the case may be, acting at the request of or on behalf of the
beneficial owner, a Bearer Security represented by a temporary Global Security
or a permanent Global Security, as the case may be, may be exchanged, in whole
or from time to time in part, for Definitive Securities without charge and such
Trustee or the Global Exchange Agent shall authenticate and deliver, in exchange
for each portion of such temporary Global Security or such permanent Global
Security, an equal aggregate principal amount of Definitive Securities of the
same series of authorized denominations and with like terms and provisions as
the portion of such temporary Global Security or such permanent Global Security
to be exchanged, which, unless the Securities of the series are not issuable
both as Bearer Securities and as Registered Securities, as contemplated by
Section 301, shall be in the form of Bearer Securities or



                                       31
<PAGE>

Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that definitive Bearer Securities
shall be delivered in exchange for a portion of the temporary Global Security or
the permanent Global Security only in compliance with the requirements of the
second preceding paragraph. On or prior to the thirtieth day following receipt
by the Trustee for the Securities of the appropriate series or the Global
Exchange Agent of such notice with respect to a Security, or, if such day is not
a Business Day, the next succeeding Business Day, the temporary Global Security
or the permanent Global Security, as the case may be, shall be surrendered by
the Depositary to such Trustee, as the Company's agent for such purpose, or the
Global Exchange Agent to be exchanged in whole, or from time to time in part,
for Definitive Securities without charge following such surrender, upon the
request of Euroclear or Clearstream, as the case may be, and such Trustee or the
Global Exchange Agent shall (1) endorse the applicable temporary Global Security
or the permanent Global Security to reflect the reduction of its principal
amount by the aggregate principal amount of such Security, (2) in accordance
with procedures acceptable to the Trustee cause the terms of such Security and
coupons, if any, to be entered on a Definitive Security, (3) manually
authenticate such Definitive Security and (4) if a Bearer Security is to be
delivered, deliver such Definitive Security outside the United States to
Euroclear or Clearstream, as the case may be, for or on behalf of the beneficial
owner thereof, in exchange for a portion of such permanent Global Security.

         Unless otherwise specified in such temporary Global Security or
permanent Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security or permanent Global
Security, except that a Person receiving Definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such Definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary Global Security or a
permanent Global Security shall be delivered only outside the United States.

         Until exchanged in full as hereinabove provided, any such temporary
Global Security or permanent Global Security shall in all respects be entitled
to the same benefits under this Indenture as permanent Securities of the same
series and with like terms and conditions, except as to payment of interest, if
any, authenticated and delivered hereunder. Unless otherwise specified as
contemplated by Section 301, interest payable on such temporary Global Security
on an Interest Payment Date for Securities of such series shall be payable to
Euroclear and Clearstream on such Interest Payment Date upon delivery by
Euroclear and Clearstream to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent in the case of payment of interest on a
temporary Global Security with respect to an Interest Payment Date occurring
prior to the applicable Exchange Date of a certificate or certificates
substantially in the form set forth in Exhibit D to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such Global
Security on such Interest Payment Date and who have, in the case of payment of
interest on a temporary Global Security with respect to an Interest Payment Date
occurring prior to the applicable Exchange Date, each delivered to Euroclear or
Clearstream, as the case may be, a certificate substantially in the form set
forth in Exhibit E to this Indenture.



                                       32
<PAGE>

         Any Bearer Security issued as a Definitive Security authenticated and
delivered by the Trustee for the Securities of the appropriate series or the
Global Exchange Agent in exchange for a portion of a temporary Global Security
or a permanent Global Security shall not bear a coupon for any interest which
shall theretofore have been duly paid by such Trustee to Euroclear or
Clearstream or by the Company to such Trustee in accordance with the provisions
of this Section 304.

         With respect to Exhibits B, C, D and E to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law,
substitute one or more other forms of such exhibits for such exhibits, eliminate
the requirement that any or all certificates be provided, or change the time
that any certificate may be required, provided that such substitute form or
forms or notice of elimination or change of such certification requirement have
theretofore been delivered to the Trustee with a Company Request and such form
or forms, elimination or change is reasonably acceptable to the Trustee.

SECTION 305. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee for the Securities of each series a register (the register maintained in
such office being herein sometimes referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe (including,
without limitation, such regulations as may be necessary or appropriate to
confirm compliance with applicable laws and regulations), the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Trustee for the Securities of each series is hereby
initially appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities of such series as
herein provided.

         Upon surrender for registration of transfer of any Registered Security
of any particular series at the office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee for the
Securities of that series shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
any authorized denominations, and of a like Stated Maturity and of a like series
and aggregate principal amount and with like terms and conditions having
endorsed thereon the text of the Support Agreement.

         Notwithstanding anything to the contrary, Restricted Securities and
beneficial interests therein shall only be transferred in a transaction
registered under the Securities Act or pursuant to an applicable exemption
therefrom and only in accordance with Section 306.

         In connection with the transfer or exchange of a Definitive IAI
Security for a beneficial interest in a Global Security, upon receipt by the
Trustee of such Definitive IAI Security, duly endorsed or accompanied by
appropriate instruments of transfer in accordance with Section 306(a), the
Trustee shall cancel such Definitive IAI Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the applicable Global
Security to be increased accordingly. If no Global Securities are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon



                                       33
<PAGE>

written order of the Company in the form of an Officers' Certificate, a new
Global Security in the appropriate principal amount, having endorsed thereon the
text of the Support Agreement. The Trustee shall deliver copies of each
certification and instruction received by it to the Depositary and, upon receipt
thereof, the Securities Custodian shall reflect on its books and records the
date and an increase in the principal amount of such Global Security in an
amount equal to the principal amount of the Definitive IAI Security so
transferred or exchanged.

         In connection with the exchange of a portion of a Definitive IAI
Security for a beneficial interest in a Global Security, the Trustee shall
cancel such Definitive IAI Security, and the Company shall execute, and the
Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive IAI Security representing the principal amount not so transferred.

         The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions transfer set forth herein, if any)
and the procedures of the Depositary therefore. A transferor of a beneficial
interest in a Global Security shall deliver a written order given in accordance
with the Depositary's procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest
in such Global Security or another Global Security and such account shall be
credited in accordance with such order with a beneficial interest in the
applicable Global Security and the account of the Person making the transfer
shall be debited by an amount equal to the beneficial interest in the Global
Security being transferred.

         If the proposed transfer is a transfer of a beneficial interest in one
Global Security which is a Restricted Security to a beneficial interest in
another Global Security which is a Restricted Security, the Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the Global Security to which such interest is being transferred in an
amount of the Global Security to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of Global Security from which
such interest is being transferred.

         Except as otherwise provided herein, at the option of the Holder,
Registered Securities of any particular series may be exchanged for other
Registered Securities of any authorized denominations, and of a like Stated
Maturity and of a like series and aggregate principal amount and with like terms
and conditions, having endorsed thereon the text of the Support Agreement, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee for such Securities shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. Except
as otherwise specified pursuant to Section 301, Registered Securities may not be
exchanged for Bearer Securities.

         Notwithstanding any other provision of this Section or Section 304,
unless and until it is exchanged in whole or in part for Registered Securities
issued in the form of Definitive Securities, a Global Security representing all
or a portion of the Registered Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such



                                       34
<PAGE>

Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms and
provisions having endorsed thereon the text of the Support Agreement, upon
surrender of the Bearer Securities to be exchanged at any office or agency of
the Company in a Place of Payment for that series, with all unmatured coupons
and all matured coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
(or to the Trustee for the Security in case of matured coupons in default) in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
such Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency of the Company in a Place of Payment for that series
located outside the United States. Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and with like terms and
conditions having endorsed thereon the text of the Support Agreement after the
close of business at such office or agency on or after (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be (or, if such coupon is so surrendered with such Bearer Security, such
coupon shall be returned to the person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee for such Securities shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         If at any time the Depositary for Securities of a series in registered
form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under Section 303,
the Company shall appoint a successor Depositary with respect to the Securities
for such series. If (i) a successor Depositary for the Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility or (ii) the Company delivers to
the Trustee for Securities of such series in registered



                                       35
<PAGE>

form a Company Order stating that the Securities of such series shall be
exchangeable, the Company's election pursuant to Section 301 shall no longer be
effective with respect to the Securities for such series and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities of such series, will authenticate and
deliver Securities of such series in definitive form in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.

         The Company may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Registered
Securities of such series, will authenticate and deliver, Registered Securities
of such series in definitive form and in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.

         If specified by the Company pursuant to Section 301 with respect to a
series of Securities in registered form, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series of like tenor and
terms having endorsed thereon the text of the Support Agreement and in
definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depositary a new Security or Securities of the same series, of like
tenor and terms having endorsed thereon the text of the Support Agreement and of
any authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Global Security; and (ii) to such Depositary a new Global Security of like tenor
and terms having endorsed thereon the text of the Support Agreement and in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.

         Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Registered Security to the persons in whose names
such Securities are so registered.

         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.

         Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Trustee for such Security)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the



                                       36
<PAGE>

Security Registrar for such series duly executed, by the Holder thereof or his
attorney duly authorized in writing.

         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 304, 906 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1104 and ending
at the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption as a whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided,
however, that such Registered Security shall be simultaneously surrendered for
redemption.

         Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result of
the exchange, the Company would or would be reasonably likely to suffer adverse
consequences under any United States law or regulation.

SECTION 306. Additional Provisions Applicable to Transfer and Exchange of
Restricted Securities.

         (a) Notwithstanding anything to the contrary, the following provisions
shall apply with respect to any proposed transfer of Rule 144A Securities or
Institutional Accredited Investor Securities prior to the date which is two
years after the later of the date of its original issue and the last date on
which the Company or any Affiliate of the Company was the owner of such
Securities (or any predecessor thereto) (the "Resale Restriction Termination
Date"):

                  (A) a transfer of a Rule 144A Security or an IAI Security or a
         beneficial interest therein to a QIB shall be made upon the
         representation of the transferee, in the form of an assignment on the
         reverse of the certificate, that it is purchasing the Security for its
         own account or an account with respect to which it exercises sole
         investment discretion and that it and any such account is a "qualified
         institutional buyer" within the meaning of Rule 144A, and is aware that
         the sale to it is being made in reliance on Rule 144A and acknowledges
         that it has received such information regarding the Company as such
         transferee has requested pursuant to Rule 144A or has determined not to
         request such information and that it is aware that the transferor is
         relying upon its



                                       37
<PAGE>

         foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

                  (B) a transfer of a Rule 144A Security or an IAI Security or a
         beneficial interest therein to an IAI shall be made upon receipt by the
         Trustee or its agent of a certificate substantially in the form set
         forth in Section 307 from the proposed transferee and, if requested by
         the Company or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

                  (C) a transfer of a Rule 144A Security or an IAI Security or a
         beneficial interest therein to a Non-U.S. Person shall be made upon
         receipt by the Trustee or its agent of a certificate substantially in
         the form set forth in Section 308 from the proposed transferor and, if
         requested by the Company or the Trustee, the delivery of an opinion of
         counsel, certification and/or other information satisfactory to each of
         them.

         (b) Notwithstanding anything to the contrary, the following provisions
shall apply with respect to any proposed transfer of a Regulation S Security
prior to the expiration of the Regulation S Restricted Period:

                  (A) a transfer of a Regulation S Security or a beneficial
         interest therein to a QIB shall be made upon the representation of the
         transferee, in the form of assignment on the reverse of the
         certificate, that it is purchasing the Security for its own account or
         an account with respect to which it exercises sole investment
         discretion and that it and any such account is a "qualified
         institutional buyer" within the meaning of Rule 144A, and is aware that
         the sale to it is being made in reliance on Rule 144A and acknowledges
         that it has received such information regarding the Company as such
         transferee has requested pursuant to Rule 144A or has determined not to
         request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A;

                  (B) a transfer of a Regulation S Security or a beneficial
         interest therein to an IAI shall be made upon receipt by the Trustee or
         its agent of a certificate substantially in the form set forth in
         Section 307 from the proposed transferee and, if requested by the
         Company or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

                  (C) a transfer of a Regulation S Security or a beneficial
         interest therein to a Non-U.S. Person shall be made upon receipt by the
         Trustee or its agent of a certificate substantially in the form set
         forth in Section 308 hereof from the proposed transferor and, if
         requested by the Company or the Trustee, receipt by the Trustee or its
         agent of an opinion of counsel, certification and/or other information
         satisfactory to each of them.

         After the expiration of the Regulation S Restricted Period, interests
in a Regulation S Security may be transferred without requiring certification
set forth in Section 307, Section 308 or any additional certification.

         (c) The Company shall deliver to the Trustee an Officer's Certificate
setting forth the Resale Restriction Termination Date and the Regulation S
Restricted Period.



                                       38
<PAGE>

         The Securities Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 205 or this
Section 306. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Securities Registrar.

SECTION 307. Form of Certificate to be Delivered in Connection with Transfers to
             Institutional Accredited Investors.


                                                         [Date]

[Trustee]
Attention:  Corporate Trust Services Division

Dear Sirs:

         This certificate is delivered to request a transfer of $______
principal amount of the ___________ Notes due 20__ (the "Securities") of Verizon
Global Funding Corp. (the "Company").

         Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

         Name:
              ------------------------------------

         Address:
                 ---------------------------------

         Taxpayer ID Number:
                            ----------------------

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

         2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date which is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement



                                       39
<PAGE>

which has been declared effective under the Securities Act, (c) in a transaction
complying with the requirements of Rule 144A under the Securities Act, to a
person we reasonably believe is a qualified institutional buyer under Rule 144A
(a "QIB") that purchases for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case in a
minimum principal amount of Securities of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.


                                       TRANSFEREE:
                                                  ----------------------------

                                       BY
                                         ---------------------------------------

                                       Signature Medallion Guaranteed

SECTION 308. Form of Certificate to be Delivered in Connection with Transfers
             Pursuant to Regulation S.


                                                           [Date]

[Trustee]
Attention:  Corporate Trust Services Division


             Re:   Verizon Global Funding Corp.
                   _____% Notes due 20__(the "Securities")

Ladies and Gentlemen:



                                       40
<PAGE>

         In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

         (a) the offer of the Securities was not made to a person in the United
States;

         (b) either (i) at the time the buy order was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States or (ii)
the transaction was executed in, on or through the facilities of a designated
off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United
States;

         (c) no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and

         (d) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

         In addition, if the sale is being made during a restricted period, we
represent that the sale is not being made to a United States person or for the
account or benefit of a United States person.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

         Very truly yours,

         [Name of Transferor]



         By:
            ----------------------------

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

         Authorized Signature                  Signature Medallion Guaranteed



SECTION 309. Mutilated, Destroyed, Lost and Stolen Securities and Coupons .

         If (i) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee for such Security or the
Company and the Trustee for a Security receive evidence to their satisfaction of
the destruction, loss or theft of any Security or coupon and (ii) there is
delivered to the Company and such Trustee such security or indemnity as may be



                                       41
<PAGE>

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 such Trustee that such Security
or coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request such Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for such mutilated
Security, or in exchange for the Security to which a mutilated, destroyed, lost
or stolen coupon appertains (with all appurtenant coupons not mutilated,
destroyed, lost or stolen) a new Security of the same series and in a like
principal amount and of a like Stated Maturity and with like terms and
conditions, having endorsed thereon the text of the Support Agreement, and
bearing a number not contemporaneously outstanding with coupons corresponding to
the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains.

         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or coupon)
if the applicant for such payment shall furnish to the Company and the Trustee
for such Security such security or indemnity as may be required by them to save
each of them harmless, and in case of destruction, loss or theft, evidence
satisfactory to the Company and such Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof; provided,
however, that the principal of (and premium, if any) and interest, if any, on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

         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 all fees and expenses of the Trustee for such Security)
connected therewith.

         Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or in
exchange for any mutilated Security, or in exchange for a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupons, if any, or the destroyed,
lost or stolen coupon shall be at any time enforceable by anyone, and each such
new Security shall be at any time enforceable by anyone, and each such new
Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series and their
coupons, if any, 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 or coupons.



                                       42
<PAGE>

SECTION 310. Payment of Interest; Interest Rights Preserved.

         Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, 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 payment.

         Unless otherwise provided with respect to the Securities of any series,
payment of interest may be made at the Corporate Trust Office or, at the option
of the Company (i) in the case of Registered Securities, may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register, or (ii) in the case of Bearer Securities, upon
presentation and surrender of the appropriate coupon appertaining thereto or by
transfer to an account maintained by the payee with a bank located outside the
United States. Notwithstanding the foregoing, a Holder of $1,000,000 or more in
aggregate principal amount of Securities of any series in definitive form,
whether having identical or different terms and provisions, having the same
Interest Payment Dates will, at the option of the Company, be entitled to
receive interest payments, other than at Maturity, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee for the Securities of such series at least 15
days prior to the applicable Interest Payment Date. Any wire instructions
received by the Trustee for the Securities of such series shall remain in effect
until revoked by the Holder.

         Unless otherwise provided or contemplated by Section 301, interest, if
any, payable on any Interest Payment Date with respect to a permanent Global
Security will be paid to each of Euroclear and Clearstream with respect to that
portion of such permanent Global Security held for its account by the
Depositary. Each of Euroclear and Clearstream will in such circumstances credit
the interest received by it in respect of such permanent Global Security to the
accounts of the beneficial owners thereof.

         Any interest on any Registered Security of any particular 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 registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company or Parent, at its election in each case, as provided in clause (1) or
(2) below:

                  (1) The Company or Parent may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities of that 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 or Parent, as the case may be, shall
         notify the Trustee for the Registered Securities of such series in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Registered Security of that series and the date of the proposed
         payment, and at the same time the Company or Parent, as the case may
         be, shall deposit with such Trustee an amount of money in the currency
         or currency unit in which the Securities of such series are payable
         (except as otherwise specified pursuant to Section 301 for the
         Securities of such series and except as provided in Sections 314(b) and
         314(d)), equal to the aggregate amount proposed to be paid in respect
         of such



                                       43
<PAGE>

         Defaulted Interest or shall make arrangements satisfactory to such
         Trustee for such deposit prior to the date of the proposed 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 such Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall not be 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 such Trustee of the notice of
         the proposed payment. Such Trustee shall promptly notify the Company
         and Parent of such Special Record Date and, in the name and at the
         expense of the Company or Parent, as the case may be, 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 Registered Securities of that series at his address
         as it appears in the Security Register not less than 10 days prior to
         such Special Record Date. Such Trustee may, in its discretion, in the
         name and at the expense of the Company or Parent, as the case may be,
         cause a similar notice to be published at least once in a newspaper
         published in the English language, customarily on each Business Day and
         of general circulation in New York, New York, but such publication
         shall not be a condition precedent to the establishment of such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Registered Securities of that series (or their respective Predecessor
         Securities) are registered on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

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

         Subject to the foregoing provisions of this Section and Section 305,
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 311. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, Parent, the Trustee for such Security and any agent of
the Company, Parent or such Trustee may treat the Person in whose name any such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
310) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, Parent, such
Trustee nor any agent of the Company, Parent or such Trustee shall be affected
by notice to the contrary.



                                       44
<PAGE>

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, Parent, the Trustee for such Security and any
agent of the Company, Parent or such Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Bearer
Security or coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Security or
coupon be overdue, and neither the Company, Parent, such Trustee nor any agent
of the Company, Parent or such Trustee shall be affected by notice to the
contrary.

         None of the Company, Parent, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 312. Cancellation.

         All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange, or delivered in satisfaction of any
sinking fund payment, shall, if surrendered to any Person other than the Trustee
for such Securities, be delivered to such Trustee and, in the case of Registered
Securities and matured coupons, shall be promptly cancelled by it. All Bearer
Securities and unmatured coupons so delivered to the Trustee for such Securities
shall be cancelled by such Trustee. The Company may at any time deliver to the
Trustee for Securities of a series for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by such Trustee. Notwithstanding any other provision of this Indenture to the
contrary, in the case of a series, all the Securities of which are not to be
originally issued at one time, a Security of such series shall not be deemed to
have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is
delivered to the Trustee for such Security for cancellation by the Company or
any agent thereof upon the failure of the original purchaser thereof to make
payment therefor against delivery thereof, and any Security so delivered to such
Trustee shall be promptly cancelled by it. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee for such Securities shall be disposed
of by such Trustee in accordance with its standard procedures and a certificate
of disposition evidencing such disposition of Securities and coupons shall be
provided to the Company by such Trustee. In the case of any temporary Global
Security, which shall be disposed of if the entire aggregate principal amount of
the Securities represented thereby has been exchanged, the certificate of
disposition shall state that all certificates required pursuant to Section 304
hereof, substantially in the form of Exhibit C hereto (or in the form of any
substitute exhibit as provided in the last paragraph of Section 304), to be
given by Euroclear or Clearstream, have been duly presented to the Trustee for
such Securities by Euroclear or Clearstream, as the case may be. Permanent
Global Securities shall not be disposed of until exchanged in full for
definitive Securities or until payment thereon is made in full.



                                       45
<PAGE>

SECTION 313. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 314. Currency and Manner of Payments in Respect of Securities.

         Unless otherwise specified in accordance with Section 301 with respect
to any series of Securities, the following provisions shall apply:

         (a) Except as provided in paragraphs (b) and (d) below, the principal
of, premium, if any, and interest on Securities of any series denominated in a
Foreign Currency or currency unit will be payable by the Company in Dollars
based on the equivalent of that Foreign Currency or currency unit converted into
Dollars in the manner described in paragraph (c) below.

         (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series denominated in a Foreign Currency or
currency unit that Holders shall have the option, subject to paragraph (d)
below, to receive payments of principal of, premium, if any, and interest on
such Registered Securities in such Foreign Currency or currency unit by
delivering to the Trustee (or to any duly appointed Paying Agent) for the
Registered Securities of that series a written election, to be in form and
substance satisfactory to such Trustee (or to any such Paying Agent), not later
than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in such
Foreign Currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by written notice to the Trustee (or to any
such Paying Agent) for the Registered Securities of that series; provided,
however, that any such change must be made not later than the close of business
on the Election Date immediately preceding the next payment date to be effective
for the payment to be made on such payment date; and provided, further, that no
such change or election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has
occurred, the Company has exercised any defeasance, satisfaction or discharge
options pursuant to Article Four or notice of redemption has been given by the
Company pursuant to Article Eleven. If any Holder makes any such election, such
election will not be effective as to any transferee of such Holder and such
transferee shall be paid in Dollars unless such transferee makes an election as
specified above; provided, however, that such election, if in effect while funds
are on deposit with respect to the Registered Securities of such series as
described in Section 404 or Section 405, will be effective on any transferee of
such Holder unless otherwise specified pursuant to Section 301 for such
Registered Securities. Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee (or to any duly appointed Paying
Agent) for the Registered Securities of such series not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in Dollars.

         (c) With respect to any Registered Securities of any series denominated
in a Foreign Currency or currency unit and payable in Dollars, the amount of
Dollars so payable will be determined by the Currency Determination Agent based
on the highest indicative quotation in The City of New York selected by the
Currency Determination Agent at approximately 11:00



                                       46
<PAGE>

A.M., New York City time, on the second Business Day preceding the applicable
payment date. Such selection shall be made from among the quotations appearing
on the bank composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service or, if not available, the Telerate Monitor Foreign Exchange
Service, for three (or two if three are not available) major banks in New York
City. The first three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Reuters Foreign Exchange Service, as the
case may be, shall be used. If such quotations are unavailable from either such
foreign exchange service, such selection shall be made from the quotations
received by the Currency Determination Agent from no more than three nor less
than two recognized foreign exchange dealers in The City of New York selected by
the Currency Determination Agent and approved by the Company (one of which may
be the Currency Determination Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the Foreign Currency
or currency unit payable on such payment date in respect of all Registered
Securities denominated in such Foreign Currency or currency unit and for which
the applicable dealer commits to execute a contract. If fewer than two such bid
quotations are available at 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date, such payment will be based
on the Market Exchange Rate as of the second Business Day preceding the
applicable payment date. If the Market Exchange Rate for such date is not then
available, payments shall be made in the Foreign Currency or currency unit. All
currency exchange costs associated with any payment in Dollars on any such
Registered Securities will be borne by the Holder thereof by deductions from
such payment.

         (d) If a Conversion Event occurs with respect to a Foreign Currency or
currency unit in which Registered Securities of any series are payable, then
with respect to each date for the payment of principal of, premium, if any, and
interest on the Registered Securities of that series occurring after the last
date on which such Foreign Currency or currency unit was used, the Company may
make such payment in Dollars. The Dollar amount to be paid by the Company to the
Trustee for the Registered Securities of such series and by such Trustee or any
Paying Agent for the Registered Securities of such series to the Holders of such
Registered Securities with respect to such payment date shall be determined by
the Currency Determination Agent on the basis of the Market Exchange Rate as of
the second Business Day preceding the applicable payment date or, if such Market
Exchange Rate is not then available, on the basis of the most recently available
Market Exchange Rate, or as otherwise established pursuant to Section 301 with
respect to such Securities. Any payment in respect of such Registered Security
made under such circumstances in Dollars will not constitute an Event of Default
hereunder.

         (e) For purposes of this Indenture the following terms shall have the
following meanings:

                  A "Component Currency" shall mean any currency which is a
         component currency of any currency unit.

                  "Election Date" shall mean, for the Registered Securities of
         any series, the date specified pursuant to Section 301(14).



                                       47
<PAGE>

         (f) Notwithstanding any other provisions of this Section 314, the
following shall apply: (i) if the official unit of any Component Currency is
altered by way of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the same proportion,
(ii) if two or more Component Currencies are consolidated into a single
currency, the amounts of those currencies as components shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such a single currency, (iii) if
any Component Currency is divided into two or more currencies, the amount of
that original Component Currency as a component shall be replaced by the amounts
of such two or more currencies having an aggregate value on the date of division
equal to the amount of the former Component Currency immediately before such
division and (iv) in the event of an official redenomination of any currency
(including, without limitation, a currency unit), the obligations of the Company
to make payments in or with reference to such currency on the Registered
Securities of any series shall, in all cases, be deemed immediately following
such redenomination to be obligations to make payments in or with reference to
that amount of redenominated currency representing the amount of such currency
immediately before such redenomination.

         (g) All determinations referred to in this Section 314 made by the
Currency Determination Agent shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Holders of the applicable Securities. The Currency
Determination Agent shall promptly give written notice to the Trustee for the
Securities of such series of any such decision or determination. The Currency
Determination Agent shall promptly give written notice to the Trustee of any
such decision or determination. The Currency Determination Agent shall have no
liability for any determinations referred to in this Section 314 made by it.

         (h) The Trustee for the Securities of a particular series shall be
fully justified and protected in relying and acting upon information received by
it from the Company and the Currency Determination Agent with respect to any of
the matters addressed in or contemplated by this Section 314 and shall not
otherwise have any duty or obligation to determine such information
independently.

SECTION 315. Appointment and Resignation of Currency Determination Agent.

         (a) If and so long as the Securities of any series (i) are denominated
in a currency unit or a currency other than Dollars or (ii) may be payable in a
currency unit or a currency other than Dollars, or so long as it is required
under any other provision of this Indenture, then the Company shall maintain
with respect to each such series of Securities, or as so required, a Currency
Determination Agent. The Company shall cause the Currency Determination Agent to
make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and for the purpose of converting the issued currency or
currency unit into the applicable payment currency or currency unit for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 314.

         (b) No resignation of the Currency Determination Agent and no
appointment of a successor Currency Determination Agent pursuant to this Section
shall become effective until the



                                       48
<PAGE>

acceptance of appointment by the successor Currency Determination Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Currency Determination Agent.

         (c) If the Currency Determination Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Currency Determination Agent for any cause, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Currency Determination Agent or Currency Determination Agents with
respect to the Securities of that or those series (it being understood that any
such successor Currency Determination Agent may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
only be one Currency Determination Agent with respect to the Securities of any
particular series).

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company or Parent may, at the option of their respective Boards of
Directors evidenced by a Board Resolution set forth in an Officers' Certificate,
at any time, with respect to the Securities of any series, elect to have either
Section 402 or 403 be applied to all of the Outstanding Securities of that
series upon compliance with the conditions set forth below in this Article Four.

SECTION 402. Legal Defeasance and Discharge.

         Upon the Company's or Parent's exercise under Section 401 of the option
applicable to this Section 402, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities of
the particular series on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged all the obligations
relating to the Outstanding Securities of that series and the Securities of that
series shall thereafter be deemed to be "outstanding" only for the purposes of
Section 406, Section 408 and the other Sections of this Indenture referred to
below in this Section 402, and to have satisfied all of its other obligations
under such Securities and this Indenture and cured all then existing Events of
Default (and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Securities of the particular series and
coupons, if any, of such series to receive payments in respect of the principal
of, premium, if any, and interest, if any, on such Securities when such payments
are due or on the Redemption Date solely out of the trust created pursuant to
this Indenture; (b) the Company's obligations with respect to such Securities
concerning issuing temporary Securities of that series, or, where relevant,
registration of such Securities, mutilated, destroyed, lost or stolen Securities
of that series and the maintenance of an office or agency for payment and money
for Security payments held in trust; (c) the rights, powers, trusts, duties and
immunities of



                                       49
<PAGE>

the Trustee for the Securities of that series, and the Company's obligations in
connection therewith; and (d) this Article Four and the obligations set forth in
Section 406 hereof.

         Subject to compliance with this Article Four, the Company or Parent may
exercise its option under Section 402 notwithstanding the prior exercise of its
option under Section 403 with respect to the Securities of a particular series.

SECTION 403. Covenant Defeasance.

         Upon the Company's or Parent's exercise under Section 401 of the option
applicable to this Section 403, the Company shall be released from any
obligations under the covenants contained in Sections 704, 801 and 1004 hereof
with respect to the Outstanding Securities of the particular series on and after
the date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of that series shall thereafter be deemed not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, such Covenant Defeasance
means that, with respect to the Outstanding Securities of that series, 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 covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
default or Event of Default under subsection 501(3) but, except as specified
above, the remainder of this Indenture and the Securities of that series shall
be unaffected thereby.

SECTION 404. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 402 or Section 403 to the outstanding Securities of a particular series:

         (a) the Company or Parent must irrevocably deposit, or cause to be
irrevocably deposited, with the Trustee for the Securities of that series, in
trust, for the benefit of the Holders of the Securities of that series, cash in
the currency or currency unit in which the Securities of that series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
that series and except as provided in Sections 314(b) and 314(d), in which case
the deposit to be made with respect to Securities for which an election has
occurred pursuant to Section 314(b), or a Conversion Event has occurred as
provided in Section 314(d), shall be made in the currency or currency unit in
which the Securities of that series are payable as a result of such election or
Conversion Event), Government Obligations or a combination thereof in such
amounts as will be sufficient, in the opinion of an internationally recognized
firm of independent public accountants, to pay the principal of, premium, if
any, and interest, if any, due on the outstanding Securities of that series and
any related coupons at the Stated Maturity, or on the applicable Redemption
Date, as the case may be, with respect to the outstanding Securities of that
series and any related coupons;



                                       50
<PAGE>

         (b) in the case of Legal Defeasance, the Company or Parent as the case
may be, shall have delivered to the Trustee for the Securities of that series an
Opinion of Counsel in the United States reasonably acceptable to such Trustee
confirming that, subject to customary assumptions and exclusions, (1) the
Company or Parent, as the case may be, has received from, or there has been
published by, the U.S. Internal Revenue Service a ruling or (2) since the Issue
Date, there has been a change in the applicable U.S. federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel in the
United States shall confirm that, subject to customary assumptions and
exclusions, the Holders of the Outstanding Securities of that series will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such Legal Defeasance and will be subject to U.S. federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

         (c) in the case of Covenant Defeasance, the Company or Parent, as the
case may be, shall have delivered to the Trustee for the Securities of that
series an Opinion of Counsel in the United States reasonably acceptable to such
Trustee confirming that, subject to customary assumptions and exclusions, the
Holders of the Outstanding Securities of that series will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to such tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

         (d) no Event of Default or event which with the giving of notice or the
lapse of time, or both, would become an Event of Default with respect to the
Securities of that series shall have occurred and be continuing on the date of
such deposit and no Event of Default under Section 501(4) or Section 501(5)
shall have occurred and be continuing on the 91st day after such date;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument to which the Company or Parent is a party or by which the Company or
Parent is bound;

         (f) the Company or Parent, as the case may be, shall have delivered to
the Trustee for the Securities of that series an Officers' Certificate and an
Opinion of Counsel in the United States (which opinion of counsel may be subject
to customary assumptions and exclusions) each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance, as the case may be, have been complied with.

SECTION 405. Satisfaction and Discharge of Indenture.

         This Indenture will be discharged and will cease to be of further
effect as to all Securities of any particular series issued hereunder when
either (i) all Securities of that series theretofore authenticated and delivered
and all coupons, if any, appertaining thereto (except (A) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons
of such series which have been replaced or paid as provided in Section 309, (C)
coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender is not required as provided in Section
1106 and (D) Securities and coupons of such series for whose payment



                                       51
<PAGE>

money has theretofore been deposited in trust and thereafter repaid to the
Company or Parent or discharged from such trust, as provided in the last
paragraph of Section 1003) have been delivered to the Trustee for the Securities
of that series for cancellation or (ii) (A) all Securities of that series and
any coupons appertaining thereto not theretofore delivered to Trustee for
cancellation are due and payable by their terms within one year or have become
due and payable by reason of the making of a notice of redemption and the
Company or Parent has irrevocably deposited or caused to be deposited with such
Trustee as trust funds in trust an amount of cash in any combination of currency
or currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 314(b) and 314(d), in which case the deposit
to be made with respect to Securities for which an election has occurred
pursuant to Section 314(b) or a Conversion Event has occurred as provided in
Section 314(d), shall be made in the currency or currency unit in which such
Securities are payable as a result of such election or Conversion Event)
sufficient to pay and discharge the entire indebtedness on such Securities and
coupons not theretofore delivered to the Trustee for the Securities of that
series for cancellation for principal, premium, if any, and accrued and unpaid
interest, if any, to the Stated Maturity or Redemption Date, as the case may be;
(B) no Event of Default or event which with the giving of notice or the lapse of
time, or both, would become an Event of Default shall have occurred and be
continuing on the date of such deposit and no Event of Default under Section
501(4) or Section 501(5) shall have occurred and be continuing on the 91st day
after such date; (C) the Company or Parent has paid, or caused to be paid, all
sums payable by it under this Indenture; and (D) the Company or Parent, as the
case may be, has delivered irrevocable instructions to the Trustee for the
Securities of that series under this Indenture to apply the deposited money
toward the payment of such Securities and coupons at the Stated Maturity or the
Redemption Date, as the case may be. In addition, the Company must deliver an
Officers' Certificate and an Opinion of Counsel to the Trustee for the
Securities of that series stating that all conditions precedent to satisfaction
and discharge have been satisfied.

SECTION 406. Survival of Certain Obligations.

         Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities of a particular series referred to in Sections 401, 402, 404, or
405, the respective obligations of the Company, Parent and the Trustee for the
Securities of a particular series under Sections 303, 304, 305, 306, 307, 308,
310, 312, 407, 408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002,
1003 and 1006, shall survive with respect to Securities of that series until the
Securities of that series are no longer outstanding, and thereafter the
obligations of the Company, Parent and the Trustee for the Securities of a
particular series with respect to that series under Sections 407, 408, 409, and
410 shall survive. Nothing contained in this Article Four shall abrogate any of
the obligations or duties of the Trustee of any series of Securities under this
Indenture.

         Notwithstanding the satisfaction of the conditions set forth in
Sections 404 or 405 with respect to all the Securities of any series not payable
in Dollars, upon the happening of any Conversion Event the Company shall be
obligated to make the payments in Dollars required by Section 314(d) to the
extent that the Trustee is unable to convert any Foreign Currency or currency
unit in its possession pursuant to Sections 404 or 405 into the Dollar
equivalent of such Foreign Currency or currency unit, as the case may be. If,
after the deposits referred to in Sections 404 or 405 have been made, (x) the
Holder of a Security is entitled to, and does, elect



                                       52
<PAGE>

pursuant to Section 314(b) to receive payment in a currency or currency unit
other than that in which the deposit pursuant to Sections 404 or 405 was made,
or (y) a Conversion Event occurs as contemplated in Section 314(d), then the
indebtedness represented by such Security shall be fully discharged to the
extent that the deposit made with respect to such Security shall be converted
into the currency or currency unit in which such Security is payable. The
Trustee shall return to the Company any non-converted funds or securities in its
possession after such payments have been made.

SECTION 407. Acknowledgment of Discharge by Trustee.

         Subject to Section 410, after (i) the conditions of Section 404 or 405
have been satisfied with respect to the Securities of a particular series, (ii)
the Company or Parent has paid or caused to be paid all other sums payable
hereunder by the Company and Parent and (iii) the Company has delivered to the
Trustee for the Securities of that series an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent referred to in
clause (i) above relating to the satisfaction and discharge of this Indenture
have been complied with, the Trustee for the Securities of that series upon
written request shall acknowledge in writing the discharge of all of the
Company's and Parent's obligations under this Indenture except for those
surviving obligations specified in this Article Four.

SECTION 408. Application of Trust Moneys.

         All money and Government Obligations deposited with the Trustee for the
Securities of a particular series pursuant to Section 404 or 405 in respect of
the Securities of that series shall be held in trust and applied by it, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the Securities and all related coupons of all sums
due and to become due thereon for principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

         The Company shall pay and indemnify the Trustee for the Securities of a
particular series against any tax, fee or other charge imposed on or assessed
against the Government Obligations deposited pursuant to Section 404 or 405 with
respect to the Securities of that series 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 of that series.

SECTION 409. Repayment to the Company or Parent; Unclaimed Money.

         The Trustee and any Paying Agent for a series of Securities shall
promptly pay or return to the Company upon Company Order any cash or Government
Obligations held by them at any time that are not required for the payment of
the principal of, premium, if any, and interest, if any, on the Securities and
all related coupons for Securities of that series for which cash or Government
Obligations have been deposited pursuant to Section 404 or 405.

         Any money deposited with the Trustee or any Paying Agent for the
Securities of any series, or then held by the Company, in trust for the payment
of the principal of (and premium, if any) and interest, if any, on any Security
of any particular series and all related coupons appertaining thereto and
remaining unclaimed for two years after such principal (and premium, if



                                       53
<PAGE>

any) and interest, if any, has become due and payable shall, unless otherwise
required by mandatory provisions of applicable escheat, or abandoned or
unclaimed property law, be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trusts; and the Holder of
such Security and all related coupons shall, thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
such 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 such Trustee or such Paying Agent, before being required to make
any such repayment may give written notice to the Holder of such Security in the
manner set forth in Section 106, 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
will, unless otherwise required by mandatory provisions of applicable escheat,
or abandoned or unclaimed property law, be repaid to the Company, as the case
may be.

SECTION 410. Reinstatement.

         If the Trustee or Paying Agent for a series of Securities is unable to
apply any cash or Government Obligations, as applicable, in accordance with
Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's and
Parent's obligations under this Indenture and the Securities of that series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 402, 403, 404 or 405 until such time as the Trustee or Paying Agent for
that series is permitted to apply all such cash or Government Obligations in
accordance with Section 402, 403, 404 or 405; provided, however, that if the
Company or Parent has made any payment of principal, premium, if any, and
interest, if any, on any Securities and any related coupons because of the
reinstatement of its obligations, the Company or Parent as the case may be,
shall be subrogated to the rights of the Holders of such Securities and such
coupons to receive such payment from the cash or Government Obligations, as
applicable, held by such Trustee or Paying Agent.

                                   ARTICLE V

                                    REMEDIES

SECTION 501. Events of Default.

         "Event of Default" wherever used herein with respect to any particular
series of Securities means any one of the following events and such other events
as may be established with respect to the Securities of such series as
contemplated by Section 301 (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (1) default in the payment of any installment of interest upon
         any Security of that series and any related coupon when it becomes due
         and payable, and continuance of such default for a period of 90 days;
         or



                                       54
<PAGE>

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity or default in the
         deposit of any sinking fund payment when and as due by the terms of any
         Security of that series; or

                  (3) default in the performance of, or breach of, any covenant
         or warranty of the Company or Parent in respect of any Security of that
         series contained in this Indenture or in such Securities (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with) or in the applicable
         Board Resolutions under which such series is issued as contemplated by
         Section 301 and continuance of such default or breach for a period of
         90 days after there has been given, by registered or certified mail, to
         the Company and Parent by the Trustee for the Securities of such series
         or to the Company, Parent and such Trustee by the Holders of at least
         25% in principal amount of the Outstanding Securities of that series a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (4) the Company or Parent shall commence any case or
         proceeding seeking to have an order for relief entered on its behalf as
         debtor or to adjudicate it as bankrupt or insolvent or seeking
         reorganization, liquidation, dissolution, winding-up, arrangement,
         composition or readjustment of its debts or any other relief under any
         bankruptcy, insolvency, reorganization, liquidation, dissolution,
         arrangement, composition, readjustment of debt or other similar act or
         law of any jurisdiction, domestic or foreign, now or hereafter
         existing; or the Company or Parent shall apply for a receiver,
         custodian or trustee (other than any trustee appointed as a mortgagee
         or secured party in connection with the issuance of indebtedness for
         borrowed money of the Company or Parent) of it or for all or a
         substantial part of its property; or the Company or Parent shall make a
         general assignment for the benefit of creditors; or the Company or
         Parent shall take any corporate action in furtherance of any of the
         foregoing; or

                  (5) an involuntary case or other proceeding shall be commenced
         against the Company or Parent with respect to it or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         seeking the appointment of a trustee, receiver, liquidator, custodian
         or similar official of the Company or Parent or any substantial part of
         either's property; and such case or other proceeding (A) results in the
         entry of an order for relief or a similar order against either the
         Company or Parent or (B) shall continue unstayed and in effect for a
         period of 60 consecutive days; or

                  (6) any other Event of Default provided in the Security or the
         Board Resolution with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to any particular series of
Securities and any related coupons occurs and is continuing, then and in every
such case either the Trustee for the Securities of such series or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the entire principal amount (or, in the case of (i) OID
Securities, such lesser amount as may be provided for in the terms of that
series or



                                       55
<PAGE>

(ii) Indexed Securities, the amount determined in accordance with the specified
terms of those Securities) of all the Securities of that series, to be due and
payable immediately, by a notice in writing to the Company and Parent (and to
such Trustee if given by Holders), and upon any such declaration of acceleration
such principal or such lesser amount, as the case may be, together with accrued
interest and all other amounts owing hereunder, shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee for the Securities of any series 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, Parent and such
Trustee, may rescind and annul such declaration and its consequences if:

                  (1) the Company or Parent has paid or deposited with such
         Trustee a sum sufficient to pay in the currency or currency unit in
         which the Securities of such series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of such series and
         except as provided in Sections 314(b) and 314(d)):

                           (A) all overdue interest on all Securities of that
                  series and any related coupons;

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon from
                  the date such principal became due at a rate per annum equal
                  to the rate borne by the Securities of such series (or, in the
                  case of (i) OID Securities, the Securities' Yield to Maturity
                  or (ii) Indexed Securities, the rate determined in accordance
                  with the specified terms of those Securities), to the extent
                  that the payment of such interest shall be legally
                  enforceable;

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at a rate per annum
                  equal to the rate borne by the Securities of such series (or,
                  in the case of (i) OID Securities, the Securities' Yield to
                  Maturity or (ii) Indexed Securities, the rate determined in
                  accordance with the specified terms of those Securities); and

                           (D) all sums paid or advanced by such Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of such Trustee, its agents and
                  counsel and all other amounts due to such Trustee under
                  Section 607;

                  and

                  (2) all Events of Default with respect to the Securities of
         such series, other than the nonpayment of the principal of Securities
         of that series which has become due solely by such acceleration, have
         been cured or waived as provided in Section 513. No



                                       56
<PAGE>

         such rescission shall affect any subsequent default or impair any right
         consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:

                  (1) default is made in the payment of any interest upon any
         Security of any series and any related coupons when such interest
         becomes due and payable and such default continues for a period of 90
         days; or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security of any series at its Maturity;

the Company will, upon demand of the Trustee for the Securities of such series,
pay to it, for the benefit of the Holders of such Securities and coupons, the
whole amount then due and payable on such Securities and coupons for principal
(and premium if any) and interest, if any, with interest upon the overdue
principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest at a
rate per annum equal to the rate borne by such Securities (or, in the case of
(i) OID Securities, the Securities' Yield to Maturity or (ii) Indexed
Securities, the rate determined in accordance with the specified terms of those
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 such Trustee,
its agents and counsel and all other amounts due to such Trustee under Section
607.

         If the Company fails to pay such amounts forthwith upon such demand,
such Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding against the Company and/or Parent for the collection of
the sums so due and unpaid, and may prosecute such proceedings to judgment or
final decree, and may enforce the same against the Company, Parent or any other
obligor upon the Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, Parent
or any other obligor upon the Securities, wherever situated.

         If an Event of Default with respect to Securities of any particular
series occurs and is continuing, the Trustee for the Securities of such series
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of that series by such appropriate judicial
proceedings as such 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 504. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relating to the Company, Parent or any other obligor upon
the Securities of any series or the property of the Company, Parent or of such
other obligor or their creditors, the Trustee for the Securities of such series
(irrespective of whether the principal (or, if the Securities of such series are
(i) OID



                                       57
<PAGE>

Securities or (ii) Indexed Securities, such amount as may be due and payable
with respect to such Securities pursuant to a declaration in accordance with
Section 502) of any Security of such series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
such Trustee shall have made any demand on the Company or Parent for the payment
of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise

                  (i) to file and prove a claim for the whole amount of
         principal (or, if the Securities of such series are (i) OID Securities
         or (ii) Indexed Securities, such amount as may be due and payable with
         respect to such Securities pursuant to a declaration in accordance with
         Section 502) (and premium, if any) and interest, if any, owing and
         unpaid in respect of the Securities of such series and any related
         coupons and to file such other papers or documents as may be necessary
         or advisable in order to have the claims of such Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of such Trustee, its agents and counsel and all other amounts
         due to such Trustee under Section 607) and of the Holders of the
         Securities of such series and any related coupons allowed in such
         judicial proceeding;

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;
         and

                  (iii) unless prohibited by law or applicable regulations, to
         vote on behalf of the Holders of the Securities of such series in any
         election of a trustee in bankruptcy or other person performing similar
         functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities and coupons to make such payments to such Trustee, and in the event
that such Trustee shall consent to the making of such payments directly to the
Holders of Securities and coupons, to pay to such Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel, and any other amounts due such Trustee under
Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee for
the Securities of any series to authorize or consent to or accept or adopt on
behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of such series
or the rights of any Holder thereof, or to authorize the Trustee for the
Securities or coupons of any series to vote in respect of the claim of any
Holder in any such proceeding, except as aforesaid, for the election of a
trustee in bankruptcy or other person performing similar functions.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities or
             Coupons.

         All rights of action and claims under this Indenture or the Securities
or coupons of any series may be prosecuted and enforced by the Trustee for the
Securities of any series without the possession of any of the Securities or
coupons of such series or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by such Trustee shall be brought



                                       58
<PAGE>

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 such Trustee, its agents and counsel and all other
amounts due to such Trustee under Section 607, be for the ratable benefit of the
Holders of the Securities and coupons of such series in respect of which such
judgment has been recovered.

SECTION 506. Application of Money Collected.

         Any money collected by the Trustee for the Securities of any series
pursuant to this Article with respect to the Securities or coupons of such
series shall be applied in the following order, at the date or dates fixed by
such Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, if any, upon presentation of the
Securities or coupons of such series, or both, as the case may be, 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 such Trustee under
         Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and coupons of such series for principal of (and
         premium, if any) and interest, if any, on such 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 and coupons for principal
         (and premium, if any) and interest, if any, respectively; and

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

SECTION 507. Limitation on Suits.

         No Holder of any Security of any particular series or any related
coupons 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:

                  (1) an Event of Default with respect to that series shall have
         occurred and be continuing and such Holder shall have previously given
         written notice to the Trustee for the Securities of such series of such
         default and the continuance thereof;

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

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

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



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<PAGE>

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

it being understood and intended that no one or more Holders of Securities of
that series 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 of Securities of that series, 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 of Securities of that series.

SECTION 508. Unconditional Right of Holders to Receive Principal (and Premium,
             if any) and Interest, if any.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 310) interest, if any, on such Security on the respective Stated
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

SECTION 509. Restoration of Rights and Remedies.

         If the Trustee for the Securities of any series or any Holder of a
Security or coupon 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 such Trustee or to such Holder,
then and in every such case the Company, such Trustee and the Holders of
Securities or coupons shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of such Trustee and such Holders shall
continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 309, no right or remedy herein conferred upon or reserved
to the Trustee for the Securities of any series or to the Holders of Securities
or coupons 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 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee for the Securities of any series or
of any Holder of any Security of such series to exercise any right or remedy
accruing upon any Event of Default with respect to the Securities of such series
shall impair any such right or remedy or constitute a



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<PAGE>

waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to such Trustee for the Securities or
coupons of any series or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by such Trustee or by the Holders, as the
case may be.

SECTION 512. Control by Holders.

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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture and could not involve the Trustee in
         personal liability; and

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

SECTION 513. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any particular series and any related coupons may on
behalf of the Holders of all the Securities of that series waive any past
default hereunder with respect to that series and its consequences, except:

                  (1) a default in the payment of the principal of (or premium,
         if any) or interest, if any, on any Security of that series; or

                  (2) a default with respect to a covenant or provision hereof
         which under Article Nine cannot be modified or amended without the
         consent of the Holder of each Outstanding Security of that series
         affected.

         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 514. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for the
Securities or coupons of any series for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by (i) the Company or Parent or
(ii) the Trustee for the



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<PAGE>

Securities of any series, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any particular series or to any suit instituted by any
Holder of any Security or coupon for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series or the payment of any coupon on or after the respective Stated Maturities
expressed in such Security or coupon (or, in the case of redemption, on or after
the Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws.

         The Company and Parent each 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 and
Parent each (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 for any
series of Securities, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 516. Judgment Currency.

         If, for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Security or any related
coupon, it shall become necessary to convert into any other currency or currency
unit any amount in the currency or currency unit due hereunder or under such
Security or coupon, then such conversion shall be made by the Currency
Determination Agent at the Market Exchange Rate as in effect on the date of
entry of the judgment (the "Judgment Date"). If pursuant to any such judgment,
conversion shall be made on a date (the "Substitute Date") other than the
Judgment Date and there shall occur a change between the Market Exchange Rate as
in effect on the Judgment Date and the Market Exchange Rate as in effect on the
Substitute Date, the Company agrees to pay such additional amounts, if any, as
may be necessary to ensure that the amount paid is equal to the amount in such
other currency or currency unit which, when converted at the Market Exchange
Rate as in effect on the Judgment Date, is the amount due hereunder or under
such Security or coupon. Any amount due from the Company under this Section 516
shall be due as a separate debt and is not to be affected by or merged into any
judgment being obtained for any other sums due hereunder or in respect of any
Security or coupon. In no event, however, shall the Company be required to pay
more in the currency or currency unit due hereunder or under such Security or
coupon at the Market Exchange Rate as in effect on the Judgment Date than the
amount of currency or currency unit stated to be due hereunder or under such
Security or coupon so that in any event the Company's obligations hereunder or
under such Security or coupon will be effectively maintained as obligations in
such currency or currency unit, and the Company shall be entitled to withhold
(or be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion on the Substitute Date over the amount due and
payable on the Judgment Date.



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<PAGE>

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default with respect
to the Securities of any series for which the Trustee is serving as such,

                  (1) such Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against such Trustee; and

                  (2) in the absence of bad faith on its part, such Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to such Trustee and conforming to the requirements
         of this Indenture; but in the case of any such certificates or opinions
         which by any provisions hereof are specifically required to be
         furnished to such Trustee, such Trustee shall be under a duty to
         examine the same to determine whether or not they conform to the
         requirements of this Indenture.

         (b) In case an Event of Default with respect to a series of Securities
has occurred and is continuing, the Trustee for the Securities of such series
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee for Securities of any series from liability for its own grossly
negligent action, its own grossly negligent failure to act, or its own willful
misconduct, except that:

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;

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

                  (3) such Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in principal
         amount of the Outstanding Securities of any particular series,
         determined as provided in Section 512, relating to the time, method and
         place of conducting any proceeding for any remedy available to such
         Trustee, or exercising any trust or power conferred upon such Trustee,
         under this Indenture with respect to the Securities of that series; and



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<PAGE>

                  (4) no provision of this Indenture shall require the Trustee
         for any series of Securities 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.

         (d) 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 for any series of Securities shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to Securities of any particular series, the Trustee for the Securities
of such series shall give to Holders of Securities of that series, in the manner
set forth in Section 106, notice of such default known to such Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of that series, or in the deposit of any
sinking fund payment with respect to Securities of that series, such Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of such Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
that series and related coupons; and provided, further, that in the case of any
default of the character specified in Section 501(3) with respect to Securities
of that series no such notice to Holders shall be given until at least 60 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 with respect to Securities of that series.

SECTION 603. Certain Rights of Trustee.

         Except as otherwise provided in Section 601:

                  (a) the Trustee for any series of Security may rely and shall
         be protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         discretion, consent, order, bond, debenture 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 may be
         sufficiently evidenced by a Board Resolution;

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



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<PAGE>

                  (d) such 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) such 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 of Securities of any series pursuant
         to this Indenture for which it is acting as Trustee, unless such
         Holders shall have offered to such 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) such 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, discretion,
         consent, order, bond, debenture or other paper or document, but such
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters at it may see fit, and, if
         such Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney; and

                  (g) such 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 such 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.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication thereof, and the Support Agreement, and
in any coupons shall be taken as the statements of the Company or Parent, as the
case may be, and neither the Trustee for any series of Securities, nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee for any series of Securities makes no representations as to the validity
or sufficiency of this Indenture or of the Securities of any series or the
Support Agreement or coupons. Neither the Trustee for any series of Securities
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

         The Trustee for any series of Securities, any Authenticating Agent,
Paying Agent, Security Registrar or any other agent of the Company or such
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not such Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

         Money held by the Trustee for any series of Securities in trust
hereunder need not be segregated from other funds except as provided in Section
115 and except to the extent required



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<PAGE>

by law. The Trustee for any series of Securities shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company or Parent, as the case may be.

SECTION 607. Compensation and Reimbursement.

         The Company and Parent jointly and severally agree:

                  (1) to pay to the Trustee for any series of Securities from
         time to time reasonable compensation in Dollars 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);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee for any series of Securities in Dollars upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by such 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 gross negligence
         or bad faith; and

                  (3) to indemnify such Trustee and its agents in Dollars for,
         and to hold them harmless against, any loss, liability or expense
         incurred without gross negligence or bad faith on their part, arising
         out of or in connection with the acceptance or administration of this
         trust, including the costs and expenses of defending themselves against
         any claim or liability in connection with the exercise or performance
         of any of their powers or duties hereunder.

         As security for the performance of the obligations of the Company and
Parent under this Section the Trustee for any series of Securities shall have a
lien prior to the Securities upon all property and funds held or collected by
such Trustee as such, except funds held in trust for the payment of principal of
(and premium, if any) or interest, if any, on particular Securities.

SECTION 608. Disqualification; Conflicting Interests.

         The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under the Indenture dated as
of May 1, 1968 between Bell Telephone Company of Pennsylvania and Fidelity Bank,
National Association (as trustee) or the Indenture dated as of October 1, 1992
among Bell Atlantic Financial Services, Inc., Bell Atlantic Corp. and Fidelity
Bank, National Association (as trustee), each as in effect from time to time.



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<PAGE>

SECTION 609. Corporate Trustee Required; Different Trustees for Different
             Series; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

                  (i) a corporation organized and doing business under the laws
         of the United States of America, any state thereof, or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by Federal or State
         authority, or

                  (ii) a corporation or other Person organized and doing
         business under the laws of a foreign government that is permitted to
         act as Trustee pursuant to a rule, regulation, or other order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trustee, having a combined capital and surplus of at
         least $50,000,000. If such corporation publishes reports of condition
         at least annually, pursuant to law or to requirements of the aforesaid
         supervising or examining authority, then for the purposes of this
         Section, the combined capital and surplus of such corporation shall be
         deemed to be its combined capital and surplus as set forth in its most
         recent report of condition so published. None of the Company, Parent or
         any Person directly or indirectly controlling, controlled by, or under
         the common control of the Company or Parent shall serve as Trustee for
         the Securities. 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 hereunder specified in
         this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee for the Securities of any
series and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

         (b) The Trustee for the Securities of any series may resign at any time
with respect to the Securities of such series by giving written notice thereof
to the Company and Parent. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee for
the Securities of such series 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 for the Securities of any series may be removed at any
time with respect to the Securities of such series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series,
delivered to such Trustee and to the Company.

         (d) If at any time:



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<PAGE>

                  (1) the Trustee for the Securities of any series shall fail to
         comply with Section 310(b) of the Trust Indenture Act pursuant to
         Section 608 hereof after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security of such series
         for at least six months, unless the Trustee's duty to resign is stayed
         in accordance with the provisions of Section 310(b) of the Trust
         Indenture Act, or

                  (2) such Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) such Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of such Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of such Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation, then, in any
         such case, (i) the Company by a Board Resolution may remove such
         Trustee or (ii) subject to Section 514, any Holder who has been a bona
         fide Holder of a Security of such series for at least six months may,
         on behalf of himself and all others similarly situated, petition any
         court of competent jurisdiction for the removal of such Trustee and the
         appointment of a successor Trustee.

         (e) If the Trustee for the Securities of any series shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for the Securities of any series for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of such series and shall comply with the applicable requirements of
Section 611. 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 such 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 in
accordance with the applicable requirements of Section 611, become the successor
Trustee for the Securities of such series and supersede the successor Trustee
appointed by the Company. If no successor Trustee for the Securities of such
series shall have been so appointed by the Company or the Holders and shall have
accepted appointment in the manner required by Section 611, and if such Trustee
is still incapable of acting, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner and to the extent provided in Section 106. Each notice shall include the
name of the successor Trustee with respect to the Securities of that series and
the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

         (a) Every such successor Trustee appointed hereunder with respect to
the Securities of any series shall execute, acknowledge and deliver to the
Company and Parent and to the



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<PAGE>

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,
Parent, 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 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
co-trustees of the same trust and 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 Subsections (a) or (b) of this Section, as the case may be.

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



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<PAGE>

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee for the Securities of any series
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of such Trustee, shall be the successor of
such 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 or the
Authenticating Agent for such series then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee or Authenticating
Agent, as the case may be, may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee or
successor Authenticating Agent had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

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

SECTION 614. Authenticating Agents.

         From time to time the Trustee for the Securities of any series may, in
its sole discretion, appoint one or more Authenticating Agents with respect to
the Securities of such series, which may include the Company or any Affiliate of
the Company, with power to act on the Trustee's behalf and subject to its
discretion in the authentication and delivery of Securities of such series in
connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as
fully to all intents and purposes as though such Authenticating Agent had been
expressly authorized by those Sections of this Indenture to authenticate and
deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities of such series by an Authenticating
Agent for such Securities pursuant to this Section shall be deemed to be
authentication and delivery of such Securities "by the Trustee" for the
Securities of such series. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or the
requirements of such supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such corporation 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 an Authenticating Agent for any
series of Securities shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



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<PAGE>

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or the Authenticating Agent or such successor
corporation.

         Any Authenticating Agent for any series of Securities may resign at any
time by giving written notice of resignation to the Trustee for such series and
to the Company. The Trustee for any series of Securities may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company in the manner set
forth in Section 105. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent for any series of
Securities shall cease to be eligible under this Section, the Trustee for such
series may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Company and shall give written notice of such
appointment to all Holders of Securities of such series in the manner set forth
in Section 106. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The Trustee for the Securities of each series agrees to pay to any
Authenticating Agent for such series from time to time reasonable compensation
for its services, and such Trustee shall be entitled to be reimbursed for such
payments, subject to Section 607.

         If an appointment with respect to one or more series of Securities is
made pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certification of authentication, an
alternate certificate of authentication in the following form:

         "This is one of the Securities of the series designated therein
described in the within-mentioned Indenture."

                       , as Trustee
-----------------------

By                                            By
   ---------------------------                   ---------------------------
   As Authenticating Agent                       Authorized Officer





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<PAGE>

                                  ARTICLE VII
            HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND PARENT

SECTION 701. Company and Parent to Furnish Trustee Names and Addresses of
             Holders.

         With respect to each particular series of Securities, the Company and
Parent will furnish or cause to be furnished to the Trustee for the Securities
of such series,

                  (a) semiannually, not more than 15 days after each Regular
         Record Date relating to that series (or, if there is no Regular Record
         Date relating to that series, on June 30 and December 31), a list, in
         such form as such Trustee may reasonably require, containing all the
         information in the possession or control of the Company or Parent or
         any of its Paying Agents other than such Trustee as to the names and
         addresses of the Holders of that series as of such dates,

                  (b) on semi-annual dates on each year to be determined
         pursuant to Section 301 if the Securities of such series do not bear
         interest, a list of similar form and content, and

                  (c) at such other times as such Trustee may request in
         writing, within 30 days after the receipt by the Company or Parent 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 such Trustee in its
capacity as Security Registrar for the Securities of such series, if so acting.

SECTION 702. Preservation of Information; Communications to Holders.

         (a) The Trustee for each series of Securities shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
of the Securities of such series contained in the most recent lists furnished to
such Trustee as provided in Section 701 and the names and addresses of Holders
of the Securities of such series received by such Trustee in its capacity as
Security Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of Securities furnished
to it as provided in Section 701 upon receipt of a new list relating to such
series so furnished.

         (b) If three or more Holders of Securities of any particular series
(hereinafter referred to as "applicants") apply in writing to the Trustee for
the Securities of any such series, and furnish to such Trustee reasonable proof
that each such applicant has owned a Security of that series for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of that series with respect to their rights under this Indenture or
under the Securities of that series and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
such Trustee shall, within five Business Days after the receipt of such
application, at its election, either



                                       72
<PAGE>

                           (i) afford such applicants access to the information
                  preserved at the time by such Trustee in accordance with
                  Section 702(a), or

                           (ii) inform such applicants as to the approximate
                  number of Holders of Securities of that series whose names and
                  addresses appear in the information preserved at the time by
                  such Trustee in accordance with Section 702(a), and as to the
                  approximate cost of mailing to such Holders the form of proxy
                  or other communication, if any, specified in such application.

         If any such Trustee shall elect not to afford such applicants access to
that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in
accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to such Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, such Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of such Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
that series or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, such Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise such Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

         (c) Every Holder of Securities of each series or coupons, by receiving
and holding the same, agrees with the Company, Parent and the Trustee for the
Securities of such series that neither the Company, Parent nor such Trustee, nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of the Securities of such series in accordance with Section 702(b), regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).

SECTION 703. Reports by Trustee.

         (a) If required by applicable law, within 60 days after May 15 of each
year, the Trustee for the Securities of each series shall mail to each Holder of
the Securities of such series entitled to receive reports pursuant to Section
704(3), a brief reported dated as of such date that complies with Section 313(a)
of the Trust Indenture Act. The Trustee for the Securities of each series shall
also comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

         (b) At the time that the Trustee for the Securities of each series
mails such a report to the Holders of Securities of such series, each such
Trustee shall file a copy of that report with the



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<PAGE>

Commission and with each stock exchange on which the Securities of that series
are listed. The Company shall provide notice to the appropriate Trustee when the
Securities of any series are listed on any stock exchange.

SECTION 704. Reports by Company and Parent.

         The Company and Parent will:

                  (1) file with the Trustee for the Securities of such series,
         within 15 days after the Company or Parent, as the case may be, is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company or
         Parent may be required to file with the Commission pursuant to Section
         13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company or Parent is not required to file information, documents or
         reports pursuant to either of said Sections, then it will file with
         such Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

                  (2) file with the Trustee for the Securities of such series
         and the Commission, in accordance with rules and regulations prescribed
         from time to time by the Commission, such additional information,
         documents, and reports with respect to compliance by the Company or
         Parent with the conditions and covenants of this Indenture as may be
         required from time to time by such rules and regulations;

                  (3) transmit by mail to all Holders of Securities of each
         series within 30 days after the filing thereof with the Trustee for the
         Securities of such series, such summaries of any information, documents
         and reports required to be filed by the Company or Parent, as the case
         may be pursuant to paragraphs (1) and (2) of this Section as may be
         required by rules and regulations prescribed from time to time by the
         Commission; and

                  (4) deliver to the Trustee, on or before April 15 in each
         year, an Officer's Certificate signed by at least one of the principal
         executive officer, principal financial officer or principal accounting
         officer of such entity, stating whether or not to the knowledge of the
         signers thereof the Company or Parent, as appropriate, 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 or
         Parent, as appropriate, shall be in default, specifying all such
         defaults and the nature and status thereof of which the signers may
         have knowledge.



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<PAGE>

                                  ARTICLE VIII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. Company and Parent May Consolidate, Etc., Only on Certain Terms.

         Neither the Company nor Parent shall 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 neither the Company nor Parent
shall permit any Person to consolidate with or merge into it or convey, transfer
or lease its properties and assets substantially as an entirety to it, unless:

                  (1) in case the Company or Parent shall consolidate with or
         merge into another Person or convey, transfer or lease its properties
         and assets substantially as an entirety to any person, the Person
         formed by such consolidation or into which the Company or Parent is
         merged or the Person which acquires by conveyance or transfer the
         properties and assets of the Company or Parent substantially as an
         entirety shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee for each series of Securities, in
         form satisfactory to each such Trustee, the due and punctual payment of
         the principal of (and premium, if any) and interest, if any, (including
         all additional amounts, if any, payable pursuant to Sections 516 or
         1006) on all the Securities and any related coupons and the performance
         of every covenant of this Indenture on the part of the Company to be
         performed or observed and, in the case of Parent the due and punctual
         performance of the Support Agreement and the performance of every
         covenant of this Indenture on the part of Parent to be performed or
         observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default with respect to any series of Securities, and no event
         which, after notice or lapse of time, or both, would become an Event of
         Default with respect to any series of Securities, shall have happened
         and be continuing;

                  (3) the Company or Parent, as the case may be, has delivered
         to the Trustee for each series of Securities an Officers' Certificate
         and an Opinion of Counsel each stating that such consolidation, merger,
         conveyance or transfer and such supplemental indenture comply with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been complied with; and

                  (4) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         would become subject to any Mortgage which would not be permitted by
         Section 1004 without equally and ratably securing the Securities as
         provided therein, the Company or such successor corporation or Person,
         as the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all indebtedness secured thereby pursuant to Section 1004.



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<PAGE>

SECTION 802. Successor Corporation Substituted.

         Upon any consolidation of the Company or Parent with, or merger of the
Company or Parent into, any other Person, or any conveyance or transfer or lease
of the properties and assets of the Company or Parent substantially as an
entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company or Parent is merged or to which such
conveyance or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or Parent, as the case may be,
under this Indenture with the same effect as if such successor Person had been
named as the Company or Parent, as the case may be, herein and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture, the Securities, the Support
Agreement and any related coupons and, in the event of any such consolidation,
merger, conveyance or transfer, the Company or Parent as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up, or
liquidated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities or coupons, the
Company, when authorized by a Board Resolution, the Parent and the Trustee for
the Securities of any or all series, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
such Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
         Company or Parent, and the assumption by any such successor of the
         covenants of the Company or Parent herein and in the Securities or the
         Support Agreement; or

                  (2) to add to the covenants of the Company or Parent, for the
         benefit of the Holders of all or any particular series of Securities
         and any related coupons (and, if such covenants are to be for the
         benefit of fewer than all series of Securities, stating that such
         covenants are being included solely for the benefit of such series), or
         to surrender any right or power herein conferred upon the Company or
         Parent; or

                  (3) to add any additional Events of Default with respect to
         any or all series of Securities (and, if any such Event of Default
         applies to fewer than all series of Securities, stating each series to
         which such Event of Default applies); or

                  (4) to add to or to change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer Securities to be issued in exchange for Registered Securities,
         to permit Bearer Securities to be issued in exchange for Bearer
         Securities of other authorized denominations, to provide for the
         issuance of uncertificated Securities of any series in addition to or
         in place of any certificated Securities and to make all appropriate



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<PAGE>

         changes for such purposes; provided, however, that any such action
         shall not adversely affect the interests of the Holders of Securities
         of any series or any related coupons in any material respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security Outstanding of any
         series created prior to the execution of such supplemental indenture
         which is entitled to the benefit of such provision; or

                  (6) to evidence and provide for the acceptance of appointment
         hereunder of a Trustee other than First Union National Bank as Trustee
         for a series of Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 609; or

                  (7) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611(b); or

                  (8) to add to the conditions, limitations and restrictions on
         the authorized amount, form, terms or purposes of issue, authentication
         and delivery of Securities, as herein set forth, other conditions,
         limitations and restrictions thereafter to be observed; or

                  (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Section 401; provided, however, that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series and any related coupons or any other series of Securities in any
         material respect; or

                  (10) to add to or change or eliminate any provisions of this
         Indenture as shall be necessary or desirable in accordance with any
         amendments to the Trust Indenture Act; or

                  (11) to issue and establish the form and terms of any series
         of Securities; or

                  (12) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, to convey, transfer, assign, mortgage or pledge any property to
         or with the Trustee for the Securities of any series or to surrender
         any right or power herein conferred upon the Company or Parent, or to
         make any other provisions with respect to matters or questions arising
         under this Indenture or the Support Agreement, provided such action
         shall not adversely affect the interests of the Holders of Securities
         of any particular series in any material respect.



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<PAGE>

SECTION 902. Supplemental Indentures With Consent of Holders.

         The Company, when authorized by a Board Resolution, Parent and the
Trustee for the Securities of any or all series 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 such Securities and any
related coupons under this Indenture, but only with the consent of the Holders
of more than a majority in aggregate principal amount of the Outstanding
Securities of each series of Securities then Outstanding affected thereby, in
each case by Act of said Holders of Securities of each such series delivered to
the Company and the Trustee for Securities of each such series; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon, if any (or,
         in the case of OID Securities, reduce the rate of accretion of original
         issue discount), or any premium payable upon the redemption thereof, or
         change any obligation of the Company to pay additional amounts pursuant
         to Section 1006 (except as contemplated by Section 801(1) and permitted
         by Section 901(1)) or reduce the amount of the principal of an OID
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof, or provable in bankruptcy, or, in
         the case of Indexed Securities, reduce the amount payable in accordance
         with the terms of those Securities upon a declaration of acceleration
         of Maturity thereof, or provable in bankruptcy, pursuant to Section
         502, or change the Place of Payment, or the currency or currency unit
         in which any Security or the principal 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 impair any right of
         Holders of Securities hereunder to require the Company to repay or
         purchase Securities at their option; or reduce or alter the method of
         computation of any amount payable upon redemption, repayment or
         purchase of any Securities by the Issuer (or the time when such
         redemption, repayment or purchase may be made); or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any particular series, 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

                  (3) modify any of the provisions of this Section or Section
         513 or 1006, 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 Security affected thereby;
         provided, however, that this clause shall not be deemed to require the
         consent of any Holder of a Security or coupon with respect to changes
         in the references to "the Trustee" and concomitant changes in this
         Section and Section 1006, or the deletion of this proviso, in
         accordance with the requirements of Sections 609, 61l(b), 901(6) and
         901(7).



                                       78
<PAGE>

                  (4) except as provided in Section 901(12), modify any of the
         provisions of the Support Agreement.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         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 903. 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 for any series of Securities
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee for any series of Securities may, but shall not be obligated to, enter
into any such supplemental indenture which affects such Trustee's own rights,
liabilities, duties or immunities under this Indenture or otherwise.

SECTION 904. 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 every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby.

SECTION 905. Conformity With Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

         Securities of any particular series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee for the Securities of such series, bear a
notation in form approved by such Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series and any related coupons so modified as to conform, in the opinion of the
Trustee for the Securities of such series and the Board of Directors of both
Company, to any such supplemental indenture may be prepared and executed by the
Company, with the text of the Support Agreement endorsed thereon and such
Securities may be authenticated and delivered by such Trustee in exchange for
Outstanding Securities of such series and any related coupons.



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<PAGE>

                                    ARTICLE X

                                    COVENANTS

SECTION 1001. Payment of Principal (and Premium, if any) and Interest, if any.

         The Company agrees, for the benefit of each particular series of
Securities, that it will duly and punctually pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 314(b) and 314(d)) the principal of (and premium, if
any) and interest, if any, on that series of Securities in accordance with the
terms of the Securities of such series, any coupons appertaining thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on Bearer Securities on or
before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature. The interest, if any, due in respect of any temporary or
permanent Global Security, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Security, shall
be payable, subject to the conditions set forth in Section 1006, only upon
presentation of such Security to the Trustee thereof for notation thereon of the
payment of such interest.

SECTION 1002. Maintenance of Office or Agency.

         If Securities of a series are issuable only as Registered Securities
the Company will maintain in each Place of Payment for that series an office or
agency where Securities of that series may be presented or surrendered for
payment, an office or agency where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company with respect to the Securities of that series and this
Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) an office or agency (which may be the
same office or agency) in a Place of Payment for that series in the United
States where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment; provided, however, that if
the Securities of that series are listed on the Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange, and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for



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registration of transfer, where Securities of that series may be surrendered for
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 will
give prompt written notice to the Trustee for the Securities of that series of
the location, and any change in the location, of any such office or agency. If
at any time the Company shall fail to maintain any such required office or
agency in respect of any series of Securities or shall fail to furnish the
Trustee for the Securities of that series with the address thereof, such
presentations (to the extent permitted by law), and surrenders of Securities of
that series may be made and notices and demands may be made or served at the
Corporate Trust Office of such Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, and the Company hereby appoints the same
as their agent to receive such respective presentations, surrenders, notices and
demands.

         No payment of principal (and premium, if any) or interest, if any, on
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Payments will not be made in respect of Bearer Securities or coupons
appertaining thereto pursuant to presentation to the Company or its designated
Paying Agents within the United States. Notwithstanding the foregoing, payment
of principal of (and premium, if any) and interest, if any, on any Bearer
Security denominated and payable in Dollars will be made at the office of the
Company's Paying Agent in the United States, if, and only if, payment in Dollars
of the full amount of such principal, premium or interest, as the case may be,
at all offices or agencies outside the United States maintained for that purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions and the Company has
delivered to the Trustee an Opinion of Counsel to that effect.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside the Place of Payment) where the Securities of
one or more series may be presented or surrendered for any or all of the
purposes specified above in this Section and may from time to time rescind such
designations; 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 such purpose. The Company will give prompt written
notice to the Trustee for the Securities of each series so affected of any such
designation or rescission and of any change in the location of any such office
or agency.

         If and so long as the Securities of any series (i) are denominated in a
currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, a Currency Determination Agent.

SECTION 1003. Money for Securities Payments To Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any particular series of Securities and any related coupons, it will,
on or before each due date of the principal of (and premium, if any) or
interest, if any, on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or



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currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 314(b) and 314(d)) sufficient to pay the
principal (and premium, if any) and interest, if any, so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee for the Securities of such series of its
action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
particular series of Securities and any related coupons, it will, prior to each
due date of the principal of (and premium, if any) or interest, if any, on any
such Securities, deposit with a Paying Agent for the Securities of such series a
sum (in the currency or currency unit described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) and interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee for the
Securities of such series) the Company will promptly notify such Trustee of its
action or failure so to act.

         The Company will cause each Paying Agent for any particular series of
Securities other than the Trustee for the Securities of such series to execute
and deliver to such Trustee an instrument in which such Paying Agent shall agree
with such Trustee, subject to the provisions of this Section, that such Paying
Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest, if any, on Securities of that
         series in trust for the benefit of the Persons entitled thereto until
         such sums shall be paid to such Persons or otherwise disposed of as
         herein provided;

                  (2) give such Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal (or premium, if any) and interest, if any, on Securities of
         that series; and

                  (3) at any time during the continuation of any such default,
         upon the written request of such Trustee, forthwith pay to such Trustee
         all sums so held in trust by such Paying Agent.

         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 for the
Securities of any series all sums held in trust by the Company or such Paying
Agent, such sums to be held by such 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 such Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

SECTION 1004. Lien on Assets.

         If at any time the Company mortgages, pledges or otherwise subjects to
any lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided in this Section 1004, the Company
will secure the then-Outstanding Securities, and any other obligations of the
Company which may then be outstanding and entitled



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to the benefit of a covenant similar in effect to this covenant, equally and
ratably with the indebtedness or obligations secured by such mortgage, pledge or
lien, for as long as any such indebtedness or obligation is so secured. The
foregoing covenant does not apply to the creation, extension, renewal or
refunding of purchase-money mortgages or liens or other liens to which any
property or asset acquired by the Company is subject as of the date of its
acquisition by the Company; or to the making of any deposit or pledge to secure
public or statutory obligations or with any governmental agency at any time
required by law in order to qualify the Company to conduct its business or any
part thereof or in order to entitle it to maintain self-insurance or to obtain
the benefits of any law relating to workmen's compensation, unemployment
insurance, old age pensions or other social security; or with any court, board,
commission or governmental agency as security incident to the proper conduct of
any proceeding before it. Nothing contained in this Indenture prevents an
Affiliate, including without limitation Parent, from mortgaging, pledging or
subjecting to any lien any property or assets, whether or not acquired by such
Affiliate from the Company.

SECTION 1005. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 1004, if before or after the time for
such compliance the Holders of more than 50% in principal amount of the
Outstanding Securities of each series of Securities affected by the omission
shall, in each case 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 for the Securities of
each series with respect to any such covenant or condition shall remain in full
force and effect.

SECTION 1006. Payment of Additional Amounts.

         If specified pursuant to Section 301, the provisions of this Section
1006 shall be applicable to Securities of any series.

         The Company will, subject to the exceptions and limitations set forth
below, pay to the Holder of any Security or coupon who is a United States Alien
such additional amounts as may be necessary so that every net payment on such
Security or coupon, after deduction or withholding by the Company or any of its
Paying Agents for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in such Security or in such
coupon to be then due and payable. However, the Company will not be required to
make any payment of additional amounts for or on account of:

         (a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settler or beneficiary
of, or a person holding a power over, such Holder, if such Holder is an estate
or trust, or a member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including, without
limitation, such Holder (or



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<PAGE>

such fiduciary, settler, beneficiary, person holding a power, member or
shareholder) being or having been a citizen, resident or treated as a resident
thereof or being or having been engaged in trade or business or present therein
or having or having had a permanent establishment therein, or (ii) such Holder's
present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that accumulates earnings
to avoid United States federal income tax;

         (b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such Security or
coupon for payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;

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

         (d) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment in respect of any Security or
coupon, if such payment can be made without such withholding by at least one
other Paying Agent;

         (e) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of such Security or
coupon;

         (f) any tax, assessment or other governmental charge imposed on a
Holder of a Security or coupon that actually or constructively owns 10 percent
or more of the total combined voting power of all classes of stock of the
Company entitled to vote within the meaning of Section 871(h)(3) of the Code or
that is a controlled foreign corporation related to the Company or Parent
through stock ownership;

         (g) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States, as a precondition to relief or
exemption from such tax, assessment or other governmental charge;

         (h) any tax, assessment or other governmental charge imposed with
respect to payments on any Registered Security by reason of the failure of the
Holder to fulfill the statement requirement of Sections 871(h) or 881(c) of the
Code; or

         (i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);

nor will additional amounts be paid with respect to any payment on any such
Security or coupon to a Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision thereof)
to be included in the income for federal income tax purposes of a beneficiary or
settler with respect to such fiduciary or a member of such partnership or a



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beneficial owner who would not have been entitled to payment of the additional
amounts had beneficiary, settler, member or beneficial owner been the Holder of
such Security or coupon.

         The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign corporation,
a nonresident alien individual, a nonresident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, as to
the United States, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (and premium, if any) and interest, if any, on any
Security or payment with respect to any coupon of any series, such mention shall
be deemed to include mention of the payment of additional amounts provided for
in the terms of such Securities and this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

         If the Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(20), at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal (and premium, if any) and
interest, if any, if there has been any change with respect to the matters set
forth in the below mentioned Officers' Certificate, the Company will furnish the
Trustee for that series of Securities and the Company's principal Paying Agent
or Paying Agents, if other than such Trustee, with an Officers' Certificate
instructing such Trustee and such Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any) and interest, if any, on the
Securities of that series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge referred to above
or described in the Securities of that series. If any such withholding shall be
required, then such Officers' Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
or coupons and the Company will pay to the Trustee for such series of Securities
or such Paying Agent such additional amounts as may be required pursuant to the
terms applicable to such series. The Company covenants to indemnify the Trustee
for such series of Securities and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
gross negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 1006.



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                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of This Article.

         Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

SECTION 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities of any series
shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all of the Securities of
any particular 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 for the Securities of such series) notify such
Trustee by Company Request of such Redemption Date and of the principal amount
of Securities of that series to be redeemed and shall deliver to such Trustee
such documentation and records as shall enable such Trustee to select the
Securities to be redeemed pursuant to Section 1103. In the case of any
redemption of Securities of any series 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 for
Securities of such series with an Officers' Certificate evidencing compliance
with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed, the Company may
select the series to be redeemed, and if less than all the Securities of any
series are to be redeemed, the particular Securities of that series to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee for the Securities of such series, from the Outstanding Securities
of that series not previously called for redemption, by such method as such
Trustee shall 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 that series of a denomination larger than the minimum
authorized denomination for Securities of that series pursuant to Section 302 in
the currency or currency unit in which the Securities of such series are
denominated.

         The Trustee for the Securities of any series to be redeemed shall
promptly notify the Company in writing of the Securities of such series 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 Security redeemed or to be



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<PAGE>

redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 not later than the thirtieth day and not earlier than the sixtieth day prior
to the Redemption Date, to each Holder of Securities to be redeemed.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities of a particular
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the respective principal amounts) of the particular
         Securities to be redeemed, including the CUSIP number of such
         Securities,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security or portion thereof, and
         that interest thereon, if any (or in the case of OID Securities,
         original issue discount), shall cease to accrue on and after said date,

                  (5) the place or places where such Securities, together in the
         case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date are to be surrendered for
         payment of the Redemption Price,

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

                  (7) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing coupon or coupons will be
         deducted from the Redemption Price or security or indemnity
         satisfactory to the Company, the Trustee for such series and any Paying
         Agent is furnished, and

                  (8) if Bearer Securities of any series are to be redeemed and
         any Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on this Redemption Date pursuant to Section 305
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made.

         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 for such Securities in the name and at the expense of the Company.



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<PAGE>

SECTION 1105. Deposit of Redemption Price.

         Prior to the opening of business on any Redemption Date, the Company
shall deposit with the Trustee for the Securities to be redeemed or with a
Paying Agent for such Securities (or, if the Company is acting as its own Paying
Agent for such Securities, segregate and hold in trust as provided in Section
1003) an amount of money in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such Series and except as provided in Sections
314(b) and 314(d)) sufficient to pay the principal amount of (and premium, if
any, thereon), and (except if the Redemption Date shall be an Interest Payment
Date) any accrued interest on, all the Securities which are to be redeemed on
that date.

SECTION 1106. 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 in the currency or currency unit in which the
Securities of such series are payable (except as otherwise provided pursuant to
Section 301 for the Securities of such series and except as provided in Sections
314(b) and 314(d)) and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of such Security for redemption in accordance with said
notice together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security or specified portions thereof shall be paid
by the Company at the Redemption Price; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest, and provided, further, that unless
otherwise specified as contemplated by Section 301, installments of interest on
Registered Securities 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
310.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all coupons appertaining thereto maturing after the Redemption
Date, such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing coupons or the surrender of
such missing coupon or coupons may be waived by the Company if there is
furnished to the Company, the Trustee for such Security and any Paying Agent
such security or indemnity as they may require to save the Company, such Trustee
and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to such Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)



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and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Redemption Date at a rate per
annum equal to the rate borne by the Security (or, in the case of (i) OID
Securities, the Security's Yield to Maturity or (ii) Indexed Securities, the
rate determined in accordance with the specified terms of those Securities).

SECTION 1107. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at the Place of Payment (with, if the Company or the Trustee for
such Security so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Security Registrar for such
Security duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute and such Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Registered
Security or Securities, of any authorized denomination as requested by such
Holder, of the same series and having the same terms and provisions and in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Registered Security so surrendered, with the text of the
Support Agreement endorsed thereon.

SECTION 1108. Tax Redemption; Special Tax Redemption.

         (a) Unless otherwise specified pursuant to Section 301, Securities of
any series may be redeemed at the option of the Company in whole, but not in
part, on not more than 60 days' and not less than 30 days' notice, on any
Redemption Date at the Redemption Price specified pursuant to Section 301, if
the Company determines that (A) as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding application or
interpretation of such laws, regulations or rulings (including a holding by a
court of competent jurisdiction in the United States), which change or amendment
is announced or becomes effective on or after a date specified in Section 301
with respect to any Security of such series, the Company has or will become
obligated to pay additional amounts pursuant to Section 1006 with respect to any
Security of such series or (B) on or after a date specified in Section 301 with
respect to any Security of such series, any action has been taken by any taxing
authority of, or any decision has been rendered by a court of competent
jurisdiction in, the United States or any political subdivision or taxing
authority thereof or therein, including any of those actions specified in (A)
above, whether or not such action was taken or decision was rendered with
respect to the Company, or any change, amendment, application or interpretation
shall be officially proposed, which, in any such case, in the Opinion of Counsel
to the Company will result in a material probability that the Company will
become obligated to pay additional amounts pursuant to Section 1006 with respect
to any Security of such series, and (C) in any such case specified in (A) or (B)
above the Company, in its business judgment, determines that such obligation
cannot be avoided by the use of reasonable measures available to the Company.



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<PAGE>

(b) Unless otherwise specified pursuant to Section 301, if the Company shall
determine that any payment made outside the United States by the Company or any
of its Paying Agents of principal or interest due in respect of any Bearer
Security (an "Affected Security") of such series or any coupon appertaining
thereto would, under any present or future laws or regulations of the United
States, be subject to any certification, information or other reporting
requirement of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of the nationality,
residence or identity (as distinguished from, for example, status as a United
States Alien) of a beneficial owner of such Affected Security of such series or
coupon that is a United States Alien (other than such a requirement that (i)
would not be applicable to a payment made by the Company or any one of its
Paying Agents (A) directly to the beneficial owner or (B) to a custodian,
nominee or other agent of the beneficial owner, (ii) can be satisfied by such
custodian, nominee or other agent certifying to the effect that such beneficial
owner is a United States Alien; provided that, in each case referred to in
clauses (i)(B) or (ii), payment by such custodian, nominee or other agent to
such beneficial owner is not otherwise subject to any such requirement (other
than a requirement which is imposed on a custodian, nominee or other agent
described in item (iv) of this sentence), (iii) would not be applicable to a
payment made by at least one other Paying Agent of the Company or (iv) is
applicable to a payment to a custodian, nominee or other agent of the beneficial
owner of such Security who is a United States person (as hereinafter defined), a
controlled foreign corporation for United States tax purposes, a foreign person
50 percent or more of the gross income of which for the three-year period ending
with the close of its taxable year preceding the year of payment is effectively
connected with a United States trade or business, or is otherwise related to the
United States), the Company shall elect by notice to the Trustee for such series
of Securities either (x) to redeem the Affected Securities of such series, as a
whole, at a redemption price equal to the principal amount thereof, together
with interest accrued to the date fixed for redemption, or (y) if the conditions
of the next succeeding paragraph are satisfied, to pay the additional amounts
specified in such paragraph. The Company shall make such determination and
election as soon as practicable and give prompt notice thereof (the
"Determination Notice") in the manner described in Section 106 stating the
effective date of such certification, information or reporting requirement,
whether the Company has elected to redeem the Affected Securities of such series
or to pay the additional amounts specified in the next succeeding paragraph, and
(if applicable) the last date by which the redemption of the Affected Securities
of such series must take place, as provided in the next succeeding sentence. If
the Company elects to redeem the Affected Securities of such series, such
redemption shall take place on such date, not later than one year after the
giving of the Determination Notice, as the Company shall specify by notice to
such Trustee given not less than 45 nor more than 75 days before the Redemption
Date. Notice of such redemption of the Affected Securities of such series shall
be given to the Holders thereof not less than 30 days nor more than 60 days
prior to the Redemption Date. Notwithstanding the foregoing, the Company shall
not so redeem the Affected Securities of such series if the Company shall
subsequently determine by notice to the Trustee, not less than 30 days prior to
the Redemption Date, that subsequent payments on the Affected Securities of such
series would not be subject to any such certification, information or other
reporting requirement, in which case the Company shall give prompt notice of
such subsequent determination in the manner specified in Section 106 and any
earlier redemption notice shall be revoked and be of no further effect. The
right of the Holders of Affected Securities called for redemption to exchange
such Affected Securities for Registered



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Securities (which Registered Securities will remain Outstanding following such
redemption) will terminate on the fifteenth day prior to the Redemption Date,
and no further exchanges of Affected Securities for Registered Securities shall
be permitted unless the Company shall have made the subsequent determination and
given the notice referred to in the preceding sentence. As used hereinabove,
"United States person" means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the
laws of the United States and any estate or trust the income of which is subject
to United States federal income taxation regardless of its source.

         If and so long as the certification, information or other reporting
requirement referred to in the preceding paragraph would be fully satisfied by
payment of a withholding tax, backup withholding tax or similar charge, the
Company may elect by notice to the Trustee to pay such additional amounts as may
be necessary so that every net payment made outside the United States following
the effective date of such requirement by the Company or any of its Paying
Agents of principal (or premium, if any) or interest, if any, due in respect of
any Affected Security of such series or any coupon appertaining thereto to a
Holder who certifies that the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority), after deduction or withholding for or on account of
such withholding tax, backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge that (i) is the result
of a certification, information or other reporting requirement described in the
third parenthetical clause of the first sentence of the preceding paragraph or
(ii) is imposed as a result of presentation of any such Affected Security or
such coupon for payment more than 10 days after the date on which such payment
becomes due and payable or on which payment thereof was duly provided for,
whichever occurs later), will not be less than the amount provided in such
Affected Security or such coupon to be then due and payable. In the event the
Company elects to pay such additional amounts, (the Company's election to
exercise such right to be evidenced by prompt notice to the Trustee for the
Securities of the appropriate series), the Company will have the right, at its
sole option, at any time, to redeem the Affected Securities of such series as a
whole, but not in part, at the Redemption Price, subject to the provisions of
the last four sentences of the immediately preceding paragraph. If the Company
has made the determination described in the preceding paragraph with respect to
certification, information or other reporting requirements applicable only to
interest and subsequently makes a determination in the manner and of the nature
referred to in such preceding paragraph with respect to such requirements
applicable to principal, the Company will redeem the Affected Securities of such
series in the manner and on the terms described in the preceding paragraph
unless the Company elects to have the provisions of this paragraph apply rather
than the provisions of the immediately preceding paragraph. If in such
circumstances the Affected Securities of such series are to be redeemed, the
Company shall have no obligation to pay additional amounts pursuant to this
paragraph with respect to principal (or premium, if any) or interest accrued and
unpaid after the date of the notice of such determination indicating such
redemption, but will be obligated to pay such additional amounts with respect to
interest accrued and unpaid to the date of such determination. If the Company
elects to pay additional amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be satisfied,
then the Company shall promptly redeem the Affected Securities of such series in
whole, but not in part, at the Redemption Price subject to the provisions of the
last four sentences of the immediately preceding paragraph. If the Company



                                       91
<PAGE>

elects to, or is required to, redeem the Affected Securities of such series
pursuant to this paragraph, it shall publish in the manner and to the extent
provided in Section 106 prompt notice thereof. If the Affected Securities of
such series are to be redeemed pursuant to this paragraph, the redemption shall
take place on such date, not later than one year after publication of the notice
of redemption, as the Company shall specify by notice to the Trustee for such
series of Securities at least 60 days prior to the Redemption Date. Any
redemption payments made by the Company pursuant to this paragraph shall be
subject to the continuing obligation of the Company to pay additional amounts
pursuant to this paragraph.

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. Applicability of This Article.

         Redemption of Securities through operation of a sinking fund as
permitted or required by any form of Security issued pursuant to this Indenture
shall be made in accordance with such form of Security and this Article;
provided, however, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any particular 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 Securities of any particular series is
herein referred to as an "optional sinking fund payment". If provided for by the
terms of Securities of any particular series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities of any
particular series as provided for by the terms of Securities of that series.

SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series 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 such Securities as provided for by the terms
of such series; provided, however, that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee for such Securities at the principal amount thereof and the amount
of such sinking fund payment shall be reduced accordingly.



                                       92
<PAGE>

SECTION 1203. Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
particular series of Securities, the Company will deliver to the Trustee for the
Securities of such series an Officers' Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currency unit in which the Securities of that
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of that series and except as provided in Sections 314(b) and
314(d)) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202 and shall state
the basis for such credit and that such Securities have not previously been so
credited and will also deliver to such Trustee any Securities to be so
delivered. Such Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

                                  ARTICLE XIII

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301. Purposes for Which Meetings May Be Called.

         If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 1302. Call, Notice and Place of Meetings.

         (a) The Trustee for any series of Securities that includes Bearer
Securities, may at any time call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1301, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or in London, as
such Trustee shall determine. Notice of every meeting of Holders of Securities
of such series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

         (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities of
any such series shall have requested the Trustee for any such series to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and such Trustee shall not have made the
first publication of the notice of such meeting within 30 days after receipt of
such request or shall



                                       93
<PAGE>

not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

SECTION 1303. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee for such series and its counsel and any representatives of the Company
and its counsel.

SECTION 1304. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage which is
less than a majority in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.



                                       94
<PAGE>

SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of
              Meetings.

         (a) Notwithstanding any other provision of this Indenture, the Trustee
for any series of Securities that includes Bearer Securities may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

         (b) The Trustee for any series of Securities that includes Bearer
Securities shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 1302(b), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

         (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him as determined in accordance with Section
115; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1306. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.



                                       95
<PAGE>

A record, at least in duplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1302
and, if applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee for such
series of Securities to be preserved by such Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

                                      * * *

         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.




                                       96
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of December 1, 2000.



                                  VERIZON GLOBAL FUNDING CORP.
                                  Issuer

                                  By: /s/ Janet M. Garrity
                                      ----------------------------------------
                                      Name:  Janet M. Garrity
                                      Title: President and Treasurer
Attest:

 /s/ Robert W. Erb
-----------------------------
Name:  Robert W. Erb
Title: Secretary


                                  VERIZON COMMUNICATIONS INC.

                                  By: /s/ William  F. Heitmann
                                      ----------------------------------------
                                      Name:  William F. Heitmann
                                      Title: Senior Vice President and Treasurer
Attest:

 /s/ Robert W. Erb
-----------------------------
Name:  Robert W. Erb
Title: Assistant Secretary


                                  FIRST UNION NATIONAL BANK

                                  By: /s/ John H. Clapham
                                      ----------------------------------------
                                      Name:  John H. Clapham
                                      Title: Vice President
Attest:



 /s/ Ednora Linares
-----------------------------
Title: Vice President

(SEAL)


                                      s-1

<PAGE>

                                                                       EXHIBIT A

                                SUPPORT AGREEMENT
                                     BETWEEN
                           VERIZON COMMUNICATIONS INC.
                                       AND
                          VERIZON GLOBAL FUNDING CORP.


         This Agreement, made and entered into as of October 31, 2000, by and
between Verizon Communications Inc., a Delaware corporation ("Parent"), and
Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").

                              W I T N E S S E T H :

         WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and

         WHEREAS, Subsidiary has incurred, and from time to time will incur,
indebtedness through (a) the public and non-public debt markets, (b) the
issuance of commercial paper, (c) bank credit facilities, (d) negotiated loans,
(e) foreign exchange transactions or financial derivative agreements, (f) bid
and performance bonds or financial agreements in respect of the activities of
affiliates and subsidiaries of Verizon Investments Inc. and (g) structured
transactions involving the issuance, repurchase or guarantee of the equity
instruments of subsidiaries of the Parent (including any required capitalization
of such subsidiaries) where the proceeds received from such structured
transactions would be considered indebtedness for U.S. income tax purposes (all
such debt instruments, loans, commercial paper, bank agreements, foreign
exchange transactions, derivative agreements, bid and performance bonds,
financial guarantees and other instruments that would be considered indebtedness
for U.S. income tax purposes being hereinafter referred to as "Debt"), thereby
incurring indebtedness to parties other than Parent and its affiliates; and

         WHEREAS, in order to enhance and maintain the financial condition of
Subsidiary to enhance its ability to issue Debt, Parent and Subsidiary from time
to time have entered into support agreements, including a Support Agreement
dated as of April 3, 1998 (the "1998 Support Agreement"); and

         WHEREAS, Parent and Subsidiary desire to amend and restate the 1998
Support Agreement in its entirety as hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree that the 1998 Support Agreement shall be
amended and restated in its entirety as follows:

         Stock Ownership. During the term of this Agreement, Parent will own
directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding.


<PAGE>

         Net Worth. During the term of this Agreement, Parent shall cause
Subsidiary to maintain at all times a positive tangible net worth, as determined
in accordance with generally accepted accounting principles.

         Liquidity Provision. If, during the term of this Agreement, Subsidiary
requires funds to make timely payment of interest, principal or premium, if any,
on any Debt, and such funds are not obtainable by Subsidiary from other sources
on commercially reasonable terms, Parent shall provide to Subsidiary, at its
request, such funds either as equity or as a loan, at Parent's option, to assure
that the Subsidiary will be able to pay such principal, interest and premium, if
any, when due. If such funds are advanced to Subsidiary as a loan, such loan
shall be on such terms and conditions, including maturity and rate of interest,
as Parent and Subsidiary shall agree. Notwithstanding the foregoing, any such
loan shall be subordinated in all respects to any and all Debt, whether or not
such Debt is outstanding at the time of such loan.

         Waivers. Parent hereby waives any failure or delay on the part of
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.

         Rights of Lender. Except as may be provided in any indenture or
agreement pursuant to which Debt is issued, any Lender (defined below) shall
have the right to proceed directly against Parent without first proceeding
against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3 of
this Agreement or to obtain payment of any defaulted interest, principal or
premium owed to such Lender. However, in no event may any Lender, on default by
Parent or Subsidiary under the terms of the indenture or other agreement
pursuant to which Debt is issued, or upon failure to comply with this Agreement
by Parent or Subsidiary, have recourse to or against the stock or assets of
Verizon Services Corp., Telecom Corporation of New Zealand Limited or any
operating telephone company which may from time to time be owned directly or
indirectly by Parent. The Term "Lender", as used in this Agreement, shall mean
any Person, firm or corporation to which Subsidiary is indebted for the Debt or
which is acting as trustee or authorized representative with respect to the Debt
on behalf of such person, firm or corporation.

         Termination; Amendment. This Agreement may be modified or amended in a
manner that adversely affects the rights of the holders of Debt only if all
Lenders consent in advance and in writing to such modification or amendment. No
modification or amendment to this Agreement relating to the provisions set forth
in paragraphs 1, 2, 3 or 5 or this sentence shall be made unless Subsidiary
applies to the Securities and Exchange Commission for an amended order relating
to such modifications or amendment, and the Commission grants such amended
order. This Agreement may be terminated by either the Parent or the Subsidiary
by notice to the other party, provided that such termination shall be effective
only after all outstanding Debt issued by the Subsidiary is paid in full.




                                       2

<PAGE>

         Notice. Any notice, instruction, request, consent, demand or other
communication required or contemplated by this Agreement to be in writing, shall
be given or made or communicated by United States first class mail, addressed as
follows:

If to Parent;                   Verizon Communications Inc.
                                1095 Avenue of the Americas
                                New York, New York  10036

                                Attention: Senior Vice President and Treasurer

If to Subsidiary:               Verizon Global Funding Corp.
                                3900 Washington Street, 2nd Floor
                                Wilmington, Delaware  19802

                                Attention: President and Treasurer

         Successors. The covenants, representations, warranties and agreements
herein set forth shall be mutually binding upon, and inure to the mutual benefit
of, Parent and its successors, Subsidiary and its successors and Lenders from
time to time.

         Governing Law; Counterparts. This Agreement shall be governed by the
laws of the State of New York. This instrument may be executed in counterparts
and the executed counterparts shall together constitute one instrument.



                                       3

<PAGE>

                  IN WITNESS WHEREOF, the parties have set their hands and
affixed their corporate seals as of the day and year first above written.

ATTEST:                               VERIZON COMMUNICATIONS INC.



By: /s/ Robert W. Erb                 By: /s/ William F. Heitmann
    ----------------------------          ---------------------------------
    Assistant Secretary                   Senior Vice President and Treasurer

(SEAL)


ATTEST:                               VERIZON GLOBAL FUNDING CORP.



By: /s/ Robert W. Erb                 By: /s/ Janet M. Garrity
    ----------------------------          ---------------------------------
    Secretary                             President and Treasurer

 (SEAL)





                                       4
<PAGE>

                                                                       EXHIBIT B

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL
OWNER OF SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER SECURITY IN
EXCHANGE FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO EXCHANGE AN
INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST IN A PERMANENT GLOBAL
SECURITY]

                          VERIZON GLOBAL FUNDING CORP.
                   [INSERT TITLE OR DESCRIPTION OF SECURITIES]

         Reference is hereby made to the Indenture, dated as of _______ __, 2000
(the "Indenture") between Verizon Global Funding Corp. (the "Company"), Verizon
Communications, Inc. ("Parent") and _______________________, as Trustee. Terms
used herein unless otherwise defined shall have the meanings ascribed to them in
the Indenture.

         This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of the
above-captioned Securities represented by a temporary Global Security (the
"temporary Global Security") held by you for our account is:

                  (i) beneficially owned by persons that are not United States
         persons (as defined below);

                  (ii) owned by United States person(s) that are (a) foreign
         branches of United States financial institutions (as defined in United
         States Treasury Regulation Section 1.165-12(c)(1)(v) ("financial
         institutions")) purchasing for their own account or for resale, or (b)
         United States person(s) who acquired the beneficial interest in the
         temporary Global Security through foreign branches of United States
         financial institutions and who hold the beneficial interest in the
         temporary Global Security through such United States financial
         institutions on the date hereof (and in either case (a) or (b), each
         such United States financial institution hereby agrees, for the benefit
         of the Company [and Parent], that it will comply with the requirements
         of Section 165(j)(3)(A), (B) or (C) of the United States Internal
         Revenue Code of 1986, as amended, and the regulations thereunder); or

                  (iii) owned by financial institution(s) for the purpose of
         resale during the restricted period (as defined in United States
         Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in addition,
         financial institution(s) described in this clause (iii) (whether or not
         also described in clause (i) or (ii)), further certify that they have
         not acquired the beneficial interest in the temporary Global Security
         for the purpose of resale directly or indirectly to a United States
         person or to a person within the United States.

         "United States person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is subject to United States federal income taxation
regardless of its source and (iv) a trust (X) that is subject to


<PAGE>

the supervision of a court within the United States and the control of one or
more United States persons as described in section 7701(a)(30) of the Code or
(Y) that has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.

         [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to which
we are not able to provide a certificate in this form. We understand that
exchange of such portion of the temporary Global Security for [definitive Bearer
Securities] [interests in a permanent Global Security] cannot be made until we
are able to provide a certificate in this form.]* We undertake to advise you
promptly by tested telex on or prior to the date on which you intend to submit
your certification relating to the above-captioned Securities held by you for
our account if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

         We understand that this certificate is required in connection with
certain tax laws and regulations in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

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


                                        [Name of Person Making Certification]

                                        By:
                                           ------------------------------------


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

*  Delete if inappropriate.






                                      -2-

<PAGE>

                                                                       EXHIBIT C

[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY FOR DEFINITIVE
SECURITIES OR FOR A PORTION OF A PERMANENT GLOBAL SECURITY]

                          VERIZON GLOBAL FUNDING CORP.
                   [INSERT TITLE OR DESCRIPTION OF SECURITIES]

         Reference is hereby made to the Indenture, dated as of _______ __, 2000
(the "Indenture") between Verizon Global Funding Corp. (the "Company"), Verizon
Communications, Inc. ("Parent") and _______________________, as Trustee. Terms
used herein unless otherwise defined shall have the meanings ascribed to them in
the Indenture.

         We refer to that portion of the temporary Global Security in respect of
the above-captioned Securities which is herewith submitted to be exchanged for
[definitive Bearer Securities] [interests in a permanent Global Security] (the
"Submitted Portion") as provided in the Prospectus Supplement dated [insert date
of Prospectus Supplement] in respect of such issue. This is to certify that (i)
we have received in writing or by tested telex or electronically (in accordance
with the requirements of United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with respect to the
entire Submitted Portion, substantially in the form of Exhibit B to the
Indenture, and (ii) the Submitted Portion includes no part of the temporary
Global Security excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date thereof.

         We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. Submitted Portion:

U.S. $
      ------------------
Dated:
       -----------------

                                   [Morgan Guaranty Trust Company of New York,
                                   Brussels office, as operator of the Euroclear
                                   System]*
[Clearstream]*
                                   By:
                                       -----------------------------------------
----------------------------
*  Delete if inappropriate.



<PAGE>


                                                                       EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL
OWNER OF SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A TEMPORARY GLOBAL SECURITY]

                          VERIZON GLOBAL FUNDING CORP.

                   [INSERT TITLE OR DESCRIPTION OF SECURITIES]

         Reference is hereby made to the Indenture, dated as of _______ __, 2000
(the "Indenture") between Verizon Global Funding Corp. (the "Company"), Verizon
Communications, Inc. ("Parent") and _______________________, as Trustee. Terms
used herein unless otherwise defined shall have the meanings ascribed to them in
the Indenture.

         This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of the
above-captioned Securities represented by a temporary Global Security (the
"temporary Global Security") held by you for our account is:

                  (iv) beneficially owned by persons that are not United States
         persons (as defined below);

                  (v) owned by United States person(s) that are (a) foreign
         branches of United States financial institutions (as defined in United
         States Treasury Regulation Section 1.165-12(c)(1)(v) ("financial
         institutions")) purchasing for their own account or for resale, or (b)
         United States person(s) who acquired the beneficial interest in the
         temporary Global Security through foreign branches of United States
         financial institutions and who hold the beneficial interest in the
         temporary Global Security through such United States financial
         institutions on the date hereof (and in either case (a) or (b), each
         such United States financial institution hereby agrees, for the benefit
         of the Company [and Parent], that it will comply with the requirements
         of Section 165(j)(3)(A), (B) or (C) of the United States Internal
         Revenue Code of 1986, as amended, and the regulations thereunder); or

                  (vi) owned by financial institution(s) for the purpose of
         resale during the restricted period (as defined in United States
         Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in addition,
         financial institution(s) described in this clause (iii) (whether or not
         also described in clause (i) or (ii)), further certify that they have
         not acquired the beneficial interest in the temporary Global Security
         for the purpose of resale directly or indirectly to a United States
         person or to a person within the United States.

         "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States and an estate or trust the income of which
is subject to United States federal income taxation regardless of its source,
and "United States" means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico).


<PAGE>

         [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to which
we are not able to provide a certificate in this form. We understand that
payments, if any, due with respect to such portion of the temporary Global
Security cannot be made until we are able to provide a certificate in this
form.]*

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.

           We understand that this certificate is required in connection with
certain tax laws and regulations in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:
      ------------------


                                           [Name of Person Making Certification]

                                           By:
                                               ---------------------------------

---------------------------------
*  Delete if inappropriate.







                                      -2-

<PAGE>

                                                                       EXHIBIT E

[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CLEARSTREAM REGARDING PAYMENT ON A TEMPORARY GLOBAL SECURITY]

                          VERIZON GLOBAL FUNDING CORP.

                   [INSERT TITLE OR DESCRIPTION OF SECURITIES]

         Reference is hereby made to the Indenture, dated as of _______ __, 2000
(the "Indenture") between Verizon Global Funding Corp. (the "Company"), Verizon
Communications, Inc. ("Parent") and _______________________, as Trustee. Terms
used herein unless otherwise defined shall have the meanings ascribed to them in
the Indenture.

         We refer to that portion of the temporary Global Security in respect of
the above-captioned Securities for which we hereby request that you make payment
to us of the amounts payable on the relevant payment date (the "Submitted
Portion") as provided in the Prospectus Supplement dated [insert date of
Prospectus Supplement] in respect of such issue. This is to certify that (i) we
have received in writing or by tested telex or electronically (in accordance
with the requirements of United States Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with respect to the entire
Submitted Portion, substantially in the form of Exhibit D to the Indenture, and
(ii) the Submitted Portion includes no part of the temporary Global Security
excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date thereof.

         We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.


Submitted Portion:

U.S. $
       ---------------------

Dated:
      ----------------------

                                   [Morgan Guaranty Trust Company of New York,
                                   Brussels office, as operator of the Euroclear
                                   System]*

[Clearstream]*
                                   By:
                                      ------------------------------------------
----------------------------
*  Delete if inappropriate.