<PAGE>
                                                                     Exhibit 4.1



                              THE GILLETTE COMPANY

                                 4% Senior Notes

                                    due 2005

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

                                    INDENTURE

                            Dated as of March 6, 2002

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

                                 BANK ONE, N.A.,

                                     TRUSTEE

           ----------------------------------------------------------
<PAGE>
                             CROSS REFERENCE TABLE*


<TABLE>
<CAPTION>
TIA SECTION                                                                                        INDENTURE SECTION
-----------                                                                                        -----------------
<S>                                                                                                <C>
310(a)(1)..................................................................................               6.09
(a)(2).....................................................................................               6.09
(a)(3).....................................................................................               N.A.
(a)(4).....................................................................................               N.A.
(b)........................................................................................            6.08; 6.10
(c)........................................................................................               N.A.

311(a).....................................................................................               6.13
(b)........................................................................................               6.13
(c)........................................................................................               N.A.

312(a).....................................................................................               2.05
(b)........................................................................................               9.03
(c)........................................................................................               9.03

313(a).....................................................................................               6.14
(b)(1).....................................................................................               N.A.
(b)(2).....................................................................................               6.14
(c)........................................................................................               9.02
(d)........................................................................................               6.14

314(a).....................................................................................         3.02; 3.03; 9.02
(b)........................................................................................               N.A.
(c)(1).....................................................................................               9.04
(c)(2).....................................................................................               9.04
(c)(3).....................................................................................               N.A.
(d)........................................................................................               N.A.
(e)........................................................................................               9.05
(f)........................................................................................               N.A.

315(a).....................................................................................               6.01
(b)........................................................................................            6.15; 9.02
(c)........................................................................................               6.01
(d)........................................................................................               6.01
(e)........................................................................................               5.11

316(a) (last sentence).....................................................................               2.08
</TABLE>

------------------
*    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of the Indenture.
<PAGE>
<TABLE>
<S>                                                                                                       <C>
(a)(1)(A)..................................................................................               5.05
(a)(1)(B)..................................................................................               5.04
(a)(2).....................................................................................               N.A.
(b)........................................................................................               5.07

317(a)(1)..................................................................................               5.08
(a)(2).....................................................................................               5.09
(b)........................................................................................               2.04

318(a).....................................................................................               9.01
</TABLE>

                           N. A. means Not Applicable

                                       3
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                            <C>
                                                  ARTICLE 1
                           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   SECTION 1.01                Definitions..................................................................1
   SECTION 1.02                Other Definitions............................................................7
   SECTION 1.03                Incorporation by Reference of Trust Indenture Act............................7
   SECTION 1.04                Rules of Construction........................................................7
   SECTION 1.05                Acts of Holders..............................................................8

                                                  ARTICLE 2
                                                  THE NOTES

   SECTION 2.01                Form and Dating..............................................................9
   SECTION 2.02                Execution and Authentication................................................11
   SECTION 2.03                Registrar and Paying Agent..................................................12
   SECTION 2.04                Paying Agent to Hold Money and Notes in Trust...............................12
   SECTION 2.05                Noteholder Lists............................................................13
   SECTION 2.06                Transfer and Exchange.......................................................13
   SECTION 2.07                Replacement Notes...........................................................14
   SECTION 2.08                Outstanding Notes; Determinations of Holders' Action........................15
   SECTION 2.09                Temporary Notes.............................................................15
   SECTION 2.10                Cancellation................................................................16
   SECTION 2.11                Persons Deemed Owners.......................................................16
   SECTION 2.12                Global Notes................................................................16
   SECTION 2.13                CUSIP Numbers...............................................................21
   SECTION 2.14                Defaulted Interest..........................................................21

                                                  ARTICLE 3
                                                  COVENANTS

   SECTION 3.01                Payment of Principal, Premium, Interest on the Notes........................21
   SECTION 3.02                SEC and Other Reports.......................................................21
   SECTION 3.03                Compliance Certificate......................................................22
   SECTION 3.04                Further Instruments and Acts................................................22
   SECTION 3.05                Maintenance of Office or Agency.............................................22
   SECTION 3.06                Delivery of Certain Information.............................................22
   SECTION 3.07                Limitations on Liens........................................................22
   SECTION 3.08                Limitations on Sale and Leaseback Transactions..............................24

                                                  ARTICLE 4
                                            SUCCESSOR CORPORATION

   SECTION 4.01                When Company May Merge or Transfer Assets...................................25
</TABLE>
<PAGE>
<TABLE>
<S>                            <C>
                                                  ARTICLE 5
                                            DEFAULTS AND REMEDIES

   SECTION 5.01                Events of Default...........................................................26
   SECTION 5.02                Acceleration................................................................27
   SECTION 5.03                Other Remedies..............................................................28
   SECTION 5.04                Waiver of Past Defaults.....................................................28
   SECTION 5.05                Control by Majority.........................................................28
   SECTION 5.06                Limitation on Suits.........................................................28
   SECTION 5.07                Rights of Holders to Receive Payment........................................29
   SECTION 5.08                Collection Suit by Trustee..................................................29
   SECTION 5.09                Trustee May File Proofs of Claim............................................29
   SECTION 5.10                Priorities..................................................................30
   SECTION 5.11                Undertaking for Costs.......................................................30
   SECTION 5.12                Waiver of Stay, Extension or Usury Laws.....................................30

                                                  ARTICLE 6
                                                   TRUSTEE

   SECTION 6.01                Duties and Responsibilities of the Trustee;
                               During Default; Prior to Default............................................31
   SECTION 6.02                Certain Rights of the Trustee...............................................32
   SECTION 6.03                Trustee Not Responsible for Recitals, Disposition of Notes
                               or Application of Proceeds Thereof..........................................33
   SECTION 6.04                Trustee and Agents May Hold Notes; Collections, etc. .......................33
   SECTION 6.05                Moneys Held by Trustee......................................................34
   SECTION 6.06                Compensation and Indemnification of Trustee and
                               Its Prior Claim ............................................................34
   SECTION 6.07                Right of Trustee to Rely on Officers' Certificate, etc......................34
   SECTION 6.08                Conflicting Interests.......................................................35
   SECTION 6.09                Persons Eligible for Appointment as Trustee.................................35
   SECTION 6.10                Resignation and Removal; Appointment of Successor Trustee...................35
   SECTION 6.11                Acceptance of Appointment by Successor Trustee..............................36
   SECTION 6.12                Merger, Conversion, Consolidation or Succession to
                               Business of Trustee.........................................................37
   SECTION 6.13                Preferential Collection of Claims Against the Company.......................37
   SECTION 6.14                Reports by the Trustee......................................................37
   SECTION 6.15                Trustee to Give Notice of Default, But May Withhold in
                               Certain Circumstances.......................................................37

                                                  ARTICLE 7
                                            DISCHARGE OF INDENTURE

   SECTION 7.01                Discharge of Liability on Notes.............................................38
   SECTION 7.02                Repayment of the Company....................................................38

                                                     ii
</TABLE>
<PAGE>
<TABLE>
<S>                            <C>
                                                  ARTICLE 8
                                                  AMENDMENTS

   SECTION 8.01                Without Consent of Holders..................................................38
   SECTION 8.02                With Consent of Holders.....................................................39
   SECTION 8.03                Compliance with Trust Indenture Act.........................................39
   SECTION 8.04                Revocation and Effect of Consents, Waivers and Actions......................39
   SECTION 8.05                Notation on or Exchange of Notes............................................40
   SECTION 8.06                Trustee to Sign Supplemental Indentures.....................................40
   SECTION 8.07                Effect of Supplemental Indentures...........................................40

                                                  ARTICLE 9
                                                MISCELLANEOUS

   SECTION 9.01                Trust Indenture Act Controls................................................40
   SECTION 9.02                Notices.....................................................................40
   SECTION 9.03                Communication by Holders with Other Holders.................................41
   SECTION 9.04                Certificate and Opinion as to Conditions Precedent..........................41
   SECTION 9.05                Statements Required in Certificate or Opinion...............................41
   SECTION 9.06                Separability Clause.........................................................42
   SECTION 9.07                Rules by Trustee, Paying Agent and Registrar................................42
   SECTION 9.08                Legal Holidays..............................................................42
   SECTION 9.09                GOVERNING LAW...............................................................42
   SECTION 9.10                No Recourse Against Others..................................................42
   SECTION 9.11                Successors..................................................................42
   SECTION 9.12                Multiple Originals..........................................................42


EXHIBITS

   Exhibit A-1                 Form of Global Note......................................................A-1-1
   Exhibit A-2                 Form of Certificated Note................................................A-2-1
   Exhibit B                   FORM OF TRANSFER CERTIFICATE FOR
                               TRANSFER OR EXCHANGE FROM REGULATION S SECURITY TO RULE 144A SECURITY....B-1-1
   Exhibit C                   FORM OF TRANSFER CERTIFICATE FOR
                               TRANSFER OR EXCHANGE FROM RULE 144A
                               SECURITY TO REGULATION S SECURITY........................................C-1-1

                                                     iii
</TABLE>
<PAGE>
                  INDENTURE dated as of March 6, 2002 between THE GILLETTE
COMPANY, a Delaware corporation (the "Company"), and BANK ONE, N.A., a national
banking association with trust powers, as trustee hereunder (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 4% Senior Notes due 2005 (herein called the "Notes") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

                  All things necessary to make the Notes, when the Notes are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done.

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

                  (3) 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.
<PAGE>
                  "Additional Notes" means any additional Notes which may be
issued from time to time pursuant to a "re-opening" of the series of Notes as
contemplated by Section 2.02 this Indenture.

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

                  "Attributable Debt" means, in respect of a sale and leaseback
transaction, the amount determined by multiplying the greater, at the time such
transaction is entered into, of (i) the fair value of the property, plant or
facility subject to such arrangement (as determined by the Company acting in
good faith) or (ii) the net proceeds of the sale of such property, plant or
facility to the lender or investor, by a fraction of which the numerator shall
be the unexpired initial term of the lease of such real property as of the date
of determination of such computation and of which the denominator shall be the
full initial term of such lease. Attributable Debt shall not include any such
arrangement for financing air, water or noise pollution control facilities or
sewage or solid waste disposal facilities or involving industrial development
bonds which are tax exempt pursuant to Section 103 of the United States Internal
Revenue Code, as amended (or which receive similar tax treatment under any
subsequent amendments thereto or successor laws thereof).

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of such board.

                  "Business Day" means each day of the year other than a
Saturday or a Sunday on which banking institutions are not required or
authorized to close in The City of New York.

                  "Certificated Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A-2.

                  "Closing Date" means March 6, 2002.

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture, and, thereafter, "Company" shall mean
such successor. The foregoing sentence shall likewise apply to any subsequent
such successor or successors.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two Officers.

                  "Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves) after deducting therefrom (a) all current
liabilities (excluding any thereof constituting Funded Debt by reason of being
extendible or renewable at the option of the

                                       2
<PAGE>
borrower), and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the
books and records of the Company and its consolidated subsidiaries and computed
in accordance with GAAP in effect at the time of computation.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 153 West 51st Street, New York, NY
10019, Attention: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

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

                  "Distribution Compliance Period" means, in respect of a
Regulation S Global Note, the 40 consecutive days beginning on and including the
later of (a) the day on which any Notes represented thereby are offered to
persons other than distributors (as defined in Regulation S under the Securities
Act) pursuant to Regulation S and (b) the Issue Date for such Notes.

                  "Dollar" or "U.S.$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

                  "Exchange Notes" means Notes which are issued pursuant to the
Indenture in exchange for other Notes in an exchange offer pursuant to an
effective registration statement under the Securities Act, whether pursuant to
the Registration Rights Agreement or otherwise.

                  "Funded Debt" means all indebtedness whether or not evidenced
by a bond, debenture, note or similar instrument or agreement, for the repayment
of money borrowed, having a maturity of more than 12 months from the date of its
creation or having a maturity of less than 12 months from the date of its
creation but by its terms being renewable or extendible beyond 12 months from
such date at the option of the borrower. For the purpose of determining "Funded
Debt" of any party, there shall be excluded any particular indebtedness if, on
or prior to the maturity thereof, there shall have been deposited with a proper
depositary in trust the necessary funds for the payment, redemption or
satisfaction of such indebtedness.

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time.

                  "Global Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A-1, and to the extent that such Notes are required
to bear the Restrictive Legend required by Section 2.06(f) such Notes with such
Legend.

                  "Holder" or "Noteholder" means a person in whose name a Note
is registered on the Registrar's books.


                                       3
<PAGE>
                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are deemed to be a part hereof.

                  "Interest Payment Date" means the close of business on June 30
or December 30 (whether or not a Business Day).

                  "Interest Rate" means 4% per annum.

                  "Issue Date" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

                  "Lien" means any pledge, mortgage or other lien (including
lease purchase, installment purchase and other title retention financing
arrangements) on or in respect of any Principal Property owned by the Company or
any Restricted Subsidiary, or on any shares of stock or indebtedness for money
borrowed of any Restricted Subsidiary.

                  "Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).

                  "Notes" has the meaning ascribed to it in the first paragraph
under the caption "Recitals of the Company," and includes Notes initially issued
on the Closing Date, any Exchange Notes issued in exchange for any other Notes,
and any Additional Notes issued after the Closing Date under this Indenture. For
purposes of this Indenture, all Notes, including, without limitation, Exchange
Notes and Additional Notes, shall constitute a single series of Notes under this
Indenture.

                  "Offshore Transaction" has the meaning set forth in
Regulation S.

                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 9.04 and 9.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 3.03 shall be signed by the principal
executive Officer, the principal financial Officer or the principal accounting
Officer of the Company but need not contain the information specified in
Sections 9.04 and 9.05.

                  "144A Certificated Note" means a Certificated Note sold in
reliance on Rule 144A under the Securities Act.

                  "144A Global Note" means a permanent Global Note in the form
of the Note attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Notes sold in reliance on
Rule 144A under the Securities Act.


                                       4
<PAGE>
                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 9.04 and 9.05, from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

                  "person" or "Person" means any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof, including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business.

                  "principal" of a Note means the principal amount due on the
Stated Maturity of the principal payment of such Note as set forth on the face
of the Note.

                  "Principal Property" means any manufacturing or processing
plant or facility (other than any pollution control facility) which is located
within the continental United States and is owned by the Company or any
Restricted Subsidiary, whether owned at or acquired after the date hereof and
the book value (net of any depreciation reserves) of which on the date as of
which the determination is being made exceeds two percent of consolidated Net
Tangible Assets other than (i) any property which in the good faith opinion of
the board of directors of the Company is not of material importance to the total
business conducted by the Company as an entirety or (ii) any portion of a
particular property which is similarly found not to be of material importance to
the use or operation of such property.

                  "Registration Rights Agreement" means either (1) the
Registration Rights Agreement dated March 6, 2002 between the Company and Lehman
Brothers Inc., or (2) with respect to any subsequent issuance of Additional
Notes in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, entered into by the
Company and the other parties thereto in connection with such issuance, or both,
as the context shall require.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on the fifteenth
calendar day preceding the applicable Interest Payment Date (whether or not a
Business Day).

                  "Regulation S" means Regulation S under the Securities Act or
any successor thereto.

                  "Regulation S Certificated Note" means a Certificated Note
sold in reliance on Regulation S under the Securities Act.

                  "Regulation S Global Note" means a permanent Global Note in
the form of the Note attached hereto as Exhibit A-1, and that is deposited with
and registered in the name of the Depositary, representing Notes sold in
reliance on Regulation S under the Securities Act.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer assigned to administer corporate trust matters, or to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject.


                                       5
<PAGE>
                  "Restricted Note" means a Note required to bear Restrictive
Legends.

                  "Restricted Subsidiary" means any Subsidiary substantially all
the property of which is located, or substantially all the business of which is
carried on, within the United States and which owns a Principal Property, but
does not include a Subsidiary of the Company engaged primarily in the
development and sale or financing of real property.

                  "Restriction Termination Date" means, for any Note (or
beneficial interest therein) sold pursuant to Rule 144A, two years (or such
other period specified in Rule 144(k) under the Securities Act) from the later
of:

                  (1) the Issue Date of the Note; and

                  (2) the last date on which any "affiliate," as defined in Rule
         144 (or successor provision) under the Securities Act, of the Company
         was the owner of such Note.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the United States Securities Act of
1933 (or any successor statute), as amended from time to time.

                  "Significant Subsidiary" means a Subsidiary of the Company,
including its Subsidiaries, which is a significant subsidiary as defined in
Regulation S-X as promulgated by the SEC (or any successor statute), as amended
from time to time.

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

                  "Subsidiary" means any corporation, association, limited
liability company, partnership or other business entity of which, at the time of
determination, the Company or one or more Subsidiaries of the Company own or
control directly or indirectly sufficient securities having general voting power
under ordinary circumstances to elect a majority of the directors, managers or
trustees thereof irrespective of whether at the time of determination securities
of any other class or classes shall have, or might have, voting power by reason
of the happening of any contingency.

                  "TIA" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and,

                                       6
<PAGE>
thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.

                  "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 (its "possessions" including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands).

                  SECTION 1.02 Other Definitions.


<TABLE>
<CAPTION>
                                                                     Defined in
Term                                                                 Section
----                                                                 ----------
<S>                                                                  <C>
"Act"............................................................     1.05(a)
"Agent Members"..................................................     2.12(i)(5)
"Depositary".....................................................     2.01(a)
"DTC"............................................................     2.01(a)
"Event of Default"...............................................     5.01
"Legal Holiday"..................................................     9.08
"Notice of Default"..............................................     5.01
"Paying Agent"...................................................     2.03
"QIB"............................................................     2.01(a)
"Registrar"......................................................     2.03
"Restrictive Legend".............................................     2.06(f)
"Rule 144A Information"..........................................     3.06
"Secured Debt"...................................................     3.07
</TABLE>

                  SECTION 1.03 Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture Notes" means the Notes.

                  "indenture Note holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture Notes means the Company.


                                       7
<PAGE>
                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.04 Rules of Construction. Unless the context
otherwise requires:

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

                  (b) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP as in effect from time to time;

                  (c) "or" is not exclusive;

                  (d) "including" means including, without limitation; and

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

                  SECTION 1.05 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 their agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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

                  The ownership of Notes shall be proved by the register for the
Notes or by a certificate of the Registrar.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu

                                       8
<PAGE>
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Note.

                  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for purposes of determining whether Holders
of the requisite proportion of outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the outstanding Notes shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

                                    ARTICLE 2

                                    THE NOTES

                  SECTION 2.01 Form and Dating. The Notes and the Trustee's
certificate of authentication to be borne by such Notes shall be substantially
in the form annexed hereto as Exhibits A-1 and A-2, which are incorporated in
and made a part of this Indenture. The terms and provisions contained in the
form of Note shall constitute, and are hereby expressly made, a part of this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

                  Any of the Notes may have such letters, numbers or other marks
of identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed or designated for issuance, or to conform to usage.

                  (a) Global Notes and Certificated Notes. Notes offered and
sold within the United States to qualified institutional buyers as defined in
Rule 144A ("QIBs") in reliance on Rule 144A shall be issued, initially in the
form of one or more 144A Global Notes in registered form, which shall be
deposited with the Trustee at its Corporate Trust Office, as custodian for, and
registered in the name of, The Depository Trust Company ("DTC") or the nominee
thereof (such depositary, or any successor thereto, and any such nominee being
hereinafter referred to as the "Depositary"), duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Interests in 144A Global
Notes will be available for purchase only by QIBs. The

                                       9
<PAGE>
aggregate principal amount of the 144A Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary as hereinafter provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued, initially in the form of one or more Regulation S
Global Notes in registered form, which shall be deposited with the Trustee at
its Corporate Trust Office, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary as hereinafter provided. The 144A Global Notes and the
Regulation S Global Notes are sometimes collectively referred to herein as the
Global Notes.

                  Exchange Notes, if issued in exchange for Notes (whether
pursuant to the Registration Rights Agreement or otherwise), shall be issued
initially in the form of one or more Global Notes in registered form, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for, and registered in the name of, the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided.

                  Notes issued pursuant to Section 2.12 hereof in exchange for
interests in Global Notes shall be issued in the form of Certificated Notes in
registered form, substantially in the form of Exhibit A-2 attached hereto.

                  (b) Global Notes in General. Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges.

                  Any adjustment of the aggregate principal amount of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.12 hereof
and shall be made on the records of the Trustee and the Depositary.

                  (c) Book-Entry Provisions. This Section 2.01(c) shall apply
only to Global Notes deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(c), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depositary, (b) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS

                                       10
<PAGE>
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
         ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                  (d) Restrictive Legends. Until the Restriction Termination
Date, all 144A Global Notes and all 144A Certificated Notes shall bear the
Restrictive Legend. Each Regulation S Global Note and each Regulation S
Certificated Note shall bear the Restrictive Legend until the termination of the
Distribution Compliance Period. Exchange Notes, whether issued as Global Notes
or otherwise, shall not bear the Restrictive Legend.

                  SECTION 2.02 Execution and Authentication. The Notes shall be
executed on behalf of the Company by any Officer, under its corporate seal
impressed or reproduced thereon. The signature of the Officer on the Notes may
be manual or facsimile.

                  Notes bearing the manual or facsimile signatures of
individuals who were at the time of the execution of the Notes 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 Notes or did not hold such offices at the
date of authentication of such Notes.

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

                  The Trustee shall authenticate and deliver Notes for original
issue in an aggregate initial principal amount of up to $350,000,000 upon its
receipt of one or more Company Orders, and subject to Section 9.04, without any
further action by the Company; provided, however, that the Company may from time
to time, without the consent of the Holders, "reopen" the series of Notes
established hereunder by increasing the aggregate principal amount of the series
and issue

                                       11
<PAGE>
Additional Notes in the future. Any Notes issued in connection with such a
reopening shall have the same terms as the Notes other than the date of original
issuance and the date on which interest shall begin to accrue. The Trustee shall
authenticate and deliver Exchange Notes in an aggregate principal amount equal
to the beneficial interests in Notes tendered for exchange in an exchange offer
consummated pursuant to the terms and conditions of the Registration Rights
Agreement. The Notes, the Exchange Notes and any Additional Notes issued by the
Company in connection with any such reopening shall constitute a single series
of Notes for purposes of this Indenture. Subject to the Company's right to
reopen the series of Notes, the aggregate principal amount of Notes outstanding
at any time may not exceed $350,000,000, except as provided in Section 2.07.

                  The Notes shall be issued only in registered form without
coupons and only in denominations of $1,000 in principal amount and any integral
multiple thereof.

                  SECTION 2.03 Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Notes may
be presented for purchase or payment ("Paying Agent"). The Registrar shall keep
a register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents . The term
Paying Agent includes any additional paying agent, including any named pursuant
to Section 3.05.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar (other than the Trustee). The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of any such
agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 6.06. The Company or any Subsidiary or an Affiliate of
either of them may act as Registrar, Paying Agent or co-registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Notes.

                  SECTION 2.04 Paying Agent to Hold Money and Notes in Trust.
Except as otherwise provided herein, on or prior to 11:00 a.m., New York City
time on each due date of payments in respect of any Note, the Company shall
deposit with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) sufficient to make such payments when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by the Paying Agent for the making of
payments in respect of the Notes and shall notify the Trustee of any default by
the Company in making any such payment. At any time during the continuance of
any such default, the Paying Agent shall, upon the written request of the
Trustee, forthwith pay to the Trustee all money so held in trust. If the
Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and

                                       12
<PAGE>
to account for any funds disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money.

                  SECTION 2.05 Noteholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semi-annually, on January 1 and July 1, a listing of Noteholders dated within 13
days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Noteholders.

                  SECTION 2.06 Transfer and Exchange. (a) Subject to Section
2.12 hereof, upon surrender for registration of transfer of any Note, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Noteholder or such Noteholder's attorney duly authorized in
writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.03, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denomination or
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Notes from the Noteholder requesting such transfer or
exchange.

                  At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Noteholder or such Noteholder's attorney duly authorized in writing, at such
office or agency. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive.

                  (b) Notwithstanding any provision to the contrary herein, so
long as a Global Note remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Note, in whole or in part, shall be made only
in accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global
Note shall be limited to transfers of such Global Note in whole, or in part, to
nominees of the Depositary or to a successor of the Depositary or such
successor's nominee.

                  (c) Successive registrations and registrations of transfers
and exchanges as aforesaid may be made from time to time as desired, and each
such registration shall be noted on the register for the Notes.

                  (d) Any Registrar appointed pursuant to Section 2.03 hereof
shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Notes upon transfer
or exchange of Notes.


                                       13
<PAGE>
                  (e) No Registrar shall be required to make registrations of
transfer or exchange of Notes during any periods designated in the text of the
Notes or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

                  (f) If Notes are issued upon the transfer, exchange or
replacement of Notes subject to restrictions on transfer and bearing the legends
set forth on the form of Note attached hereto as Exhibits A-1 and A-2 setting
forth such restrictions (collectively, the "Restrictive Legends"), or if a
request is made to remove the Restrictive Legend on a Note, the Notes so issued
shall bear the Restrictive Legend, or the Restrictive Legend shall not be
removed, as the case may be, unless there is delivered to the Company and the
Registrar such satisfactory evidence, which shall include an Opinion of Counsel,
as may be reasonably required by the Company and the Registrar, that neither the
Restrictive Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S under the Securities Act or that such Notes are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
(i) provision of such satisfactory evidence, (ii) the exchange of Exchange Notes
for Notes pursuant to a registration statement which is effective under the
Securities Act (whether pursuant to the Registration Rights Agreement or
otherwise), or (iii) notification by the Company to the Trustee and Registrar of
the sale of such Note pursuant to a registration statement that is effective at
the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Restrictive Legend.
If the Restrictive Legend is removed from the face of a Note and the Note is
subsequently held by an Affiliate of the Company, the Company shall cause such
Affiliate to notify the Trustee in writing and request a replacement Note
bearing the Restrictive Legend.

                  (g) Notwithstanding the foregoing provisions of this Section
2.06, no exchanges of Notes for Exchange Notes shall occur until a registration
statement shall have been declared effective by the SEC and unless such
exchanges are effected pursuant to such effective registration statement. Any
Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee.

                  SECTION 2.07 Replacement Notes. If (a) any mutilated Note is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Note, and there
is delivered to the Company and the Trustee such Note or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or any Responsible Officer of the Trustee that such Note has been
acquired by a bona fide purchaser, the Company shall execute and upon receipt of
a Company Request the Trustee shall authenticate and deliver, in exchange for
any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a
new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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


                                       14
<PAGE>
                  Upon the issuance of any new Notes under this Section 2.07,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Note issued pursuant to this Section 2.07 in lieu of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

                  The provisions of this Section 2.07 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 Notes.

                  SECTION 2.08 Outstanding Notes; Determinations of Holders'
Action. Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it or delivered to it for cancellation,
those paid pursuant to Section 2.07 and those described in this Section 2.08 as
not outstanding. A Note does not cease to be outstanding because the Company or
an Affiliate thereof holds the Note; provided, however, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor
shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Subject to the foregoing, only Notes outstanding at the time of
such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 5 and 8).

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                  If the Paying Agent holds, in accordance with this Indenture,
on Stated Maturity, money sufficient to pay Notes payable on that date, then
immediately after such Stated Maturity such Notes shall cease to be outstanding
and interest on such Notes shall cease to accrue.

                  SECTION 2.09 Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute, and upon receipt of a Company Order
the Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.


                                       15
<PAGE>
                  If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 2.03, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 2.10 Cancellation. All Notes surrendered for payment
or registration of transfer or exchange shall, if surrendered to any person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation. No Notes shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided in this Section 2.10, except as expressly permitted
by this Indenture. All cancelled Notes held by the Trustee shall be destroyed by
the Trustee and the Trustee shall, upon request, deliver a certificate of
destruction to the Company.

                  SECTION 2.11 Persons Deemed Owners. Prior to due presentment
of a Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of the Note and interest thereon, whether or not such Note be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  SECTION 2.12 Global Notes. (a) Notwithstanding any other
provisions of this Indenture or the Notes, (A) transfers of a Global Note, in
whole or in part, shall be made only in accordance with Section 2.06 and Section
2.12(a)(i), (B) transfer of a beneficial interest in a Global Note for a
Certificated Note shall comply with Section 2.06 and Section 2.12(a)(iii), and
(C) transfers of a Certificated Note shall comply with Section 2.06 and Section
2.12(a)(iv).

                  (i) Transfer of Global Note. A Global Note may not be
         transferred, in whole or in part, to any Person other than the
         Depositary or a nominee or any successor thereof, and no such transfer
         to any such other Person may be registered; provided that this clause
         shall not prohibit any transfer of a Note that is issued in exchange
         for a Global Note but is not itself a Global Note. No transfer of a
         Note to any Person shall be effective under this Indenture or the Notes
         unless and until such Note has been registered in the name of such
         Person. Nothing in this Section 2.12(a)(i) shall prohibit or render
         ineffective any transfer of a beneficial interest in a Global Note
         effected in accordance with the other provisions of this Section
         2.12(a).


                                       16
<PAGE>
                  (ii) Transfer of a Beneficial Interest between a 144A Global
         Note and a Regulation S Global Note. Interests in Global Notes may be
         transferred or exchanged, and shall be subject to the restrictions on
         transfer and exchange, as provided in this Indenture. Any beneficial
         interest in one of the Global Notes that is transferred to a Person who
         takes delivery in the form of an interest in the other Global Note
         will, upon transfer, cease to be an interest in the first such Global
         Note and become an interest in the other Global Note and, accordingly,
         will thereafter be subject to all transfer restrictions, if any, and
         other procedures applicable to beneficial interests in such other
         Global Note for as long as it remains such an interest. In connection
         with any transfer of a portion of the beneficial interests between a
         144A Global Note and a Regulation S Global Note, the Trustee shall
         reflect the date and a decrease in the principal amount of the 144A
         Global Note or Regulation S Global Note, as the case may be, and an
         increase in the principal amount of the other Global Note, each in an
         amount equal to the principal amount of the beneficial interest in such
         Global Notes to be transferred.

                  (iii) Restrictions on Transfer of a Beneficial Interest in a
         Global Note for a Certificated Note. A beneficial interest in a Global
         Note may not be exchanged for a Certificated Note except upon
         satisfaction of the requirements set forth under 2.12 (i)(1)below.

                  (iv) Transfer and Exchange of Certificated Notes. When
         Certificated Notes are presented to the Registrar with a request:

                           (x) to register the transfer of such Certificated
                  Notes; or

                           (y) to exchange such Certificated Notes for an equal
                  principal amount of Certificated Notes of other authorized
                  denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Notes surrendered for transfer or exchange:

                  (a) shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Registrar, duly executed by the Holder thereof or his attorney
         duly authorized in writing; and

                  (b) so long as such Notes are Restricted Notes, such Notes are
         being transferred or exchanged pursuant to an effective registration
         statement under the Securities Act or pursuant to clause (A), (B) or
         (C) below, and are accompanied by the following additional information
         and documents, as applicable:

                           (A) if such Certificated Notes are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect; or

                           (B) if such Certificated Notes are being transferred
                  to the Company, a certification to that effect; or


                                       17
<PAGE>
                           (C) if such Certificated Notes are being transferred
                  pursuant to an exemption from registration, (i) a
                  certification to that effect (in the form set forth in
                  Exhibits B and C, if applicable) and (ii) if the Company or
                  Registrar so requests, an opinion of counsel or other evidence
                  reasonably satisfactory to them as to the compliance with the
                  restrictions set forth in the Restrictive Legend.

                  (b) Subject to the Section 2.12(f), every Note shall be
subject to the restrictions on transfer provided in the Restrictive Legend.

                  (c) If an interest in a Regulation S Global Note prior to the
termination of the Distribution Compliance Period is to be transferred to a QIB,
the Trustee shall register such transfer only upon receipt by the Trustee from
the proposed transferor of a certificate substantially in the form of Exhibit B
and such legal opinions or other information as the Company may reasonably
require to confirm that the sale has been made in compliance with the provisions
of Rule 144A to a transferee whom the transferor reasonably believes is a QIB.

                  (d) Prior to the termination of the Distribution Compliance
Period on a Regulation S Global Note, the Trustee shall refuse to register such
transfer unless such transfer complies with Section 2.12(c) or Section 2.12(e),
as the case may be, and after such termination, the Trustee shall register the
transfer of any such Note without requiring any additional certification.

                  (e) The Trustee shall register any proposed transfer to any
Non-U.S. Person if the Note to be transferred is an interest in the 144A Global
Note only upon receipt from the proposed transferor of a certificate
substantially in the form of Exhibit C and such legal opinions or other
information as the Company may reasonably require to confirm that the sale has
been made in compliance with the provisions of Regulation S.

                  (f) The restrictions imposed by the Restrictive Legend upon
the transferability of any Note sold pursuant to Rule 144A shall cease and
terminate when such Note has been sold pursuant to an effective registration
statement under the Securities Act, exchanged for an Exchange Note pursuant to
an effective registration statement under the Securities Act, or upon or after
the Restriction Termination Date. The restrictions imposed by the Restrictive
Legend upon the transferability of any Note sold pursuant to Regulation S shall
cease and terminate when such Note has been sold pursuant to an effective
registration statement under the Securities Act, exchanged for an Exchange Note
pursuant to an effective registration statement under the Securities Act, or
upon termination of the Distribution Compliance Period. Any Note as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon a surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 2.12 (accompanied,
in the event that such restrictions on transfer have terminated by reason of a
transfer in compliance with Rule 144 or any successor provision, by an opinion
of counsel having substantial experience in practice under the Securities Act
and otherwise reasonably acceptable to the Company, addressed to the Company and
in form acceptable to the Company, to the effect that the transfer of such Note
has been made in compliance with Rule 144 or such successor provision), be
exchanged for a new Note, of like tenor and aggregate principal amount, which
shall not bear the Restrictive Legend. The

                                       18
<PAGE>
Company shall inform the Trustee of the effective date of any registration
statement registering the Notes under the Securities Act. The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any
transfers between or among DTC participants, members or beneficial owners in any
Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof. The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the aforementioned opinion of
counsel or registration statement.

                  (g) In the event that Rule 144(k) as promulgated under the
Securities Act is amended to shorten the two-year restriction period, then
restrictions on transfer on the Notes will be deemed to refer to the shortened
restriction period. However, such change will not be made if they are otherwise
prohibited by, or would otherwise cause a violation of, the federal securities
laws applicable at the time. The Company undertakes to inform the Trustee if
such change to Rule 144(k) occurs, unless such change would otherwise be
prohibited by, or would otherwise cause a violation of, the federal securities
laws applicable at that time, and the effect (if any) to the restrictions on
transfer applicable to the Notes and shall provide additional information
(including an Opinion of Counsel and/or an Officers' Certificate) if so
requested by the Trustee.

                  (h) As used in the preceding two paragraphs of this Section
2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Note.

                  (i) The provisions of clauses (1), (2), (3) and (4) below
shall apply only to Global Notes:

                  (1) Notwithstanding any other provisions of this Indenture or
         the Notes, a Global Note shall not be exchanged in whole or in part for
         a Note registered in the name of any Person other than the Depositary
         or one or more nominees thereof, provided that a Global Note may be
         exchanged for Notes registered in the names of any person designated by
         the Depositary in the event that (i) the Depositary has notified the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Note or such Depositary is no longer eligible or in good
         standing under the Exchange Act or any other applicable statute or
         regulation to continue as Depository for the Global Notes, and a
         successor Depositary is not appointed by the Company within 90 days
         after the Company receives notice of becomes aware of their
         ineligibility or (ii) if the Company in its sole discretion determines
         that the Notes will no longer be represented by Global Notes or (iii)
         an Event of Default has occurred and is continuing with respect to the
         Notes. Any Global Note exchanged pursuant to clauses (i) and (ii) above
         shall be so exchanged in whole and not in part, and any Global Note
         exchanged pursuant to clause (ii) above may be exchanged in whole or
         from time to time in part as directed by the Depositary. Any Note
         issued in exchange for a Global Note or any portion thereof shall

                                       19
<PAGE>
         be a Global Note; provided that any such Note so issued that is
         registered in the name of a Person other than the Depositary or a
         nominee thereof shall not be a Global Note.

                  (2) Notes issued in exchange for a Global Note or any portion
         thereof shall be issued in definitive, fully registered form, without
         interest coupons, shall have an aggregate principal amount equal to
         that of such Global Note or portion thereof to be so exchanged, shall
         be registered in such names and be in such authorized denominations as
         the Depositary shall designate and shall bear the applicable legends
         provided for herein. Any Global Note to be exchanged in whole shall be
         surrendered by the Depositary to the Trustee, as Registrar. With regard
         to any Global Note to be exchanged in part, either such Global Note
         shall be so surrendered for exchange or, if the Trustee is acting as
         custodian for the Depositary or its nominee with respect to such Global
         Note, the principal amount thereof shall be reduced, by an amount equal
         to the portion thereof to be so exchanged, by means of an appropriate
         adjustment made on the records of the Trustee. Upon any such surrender
         or adjustment, the Trustee shall authenticate and deliver the Note
         issuable on such exchange to or upon the order of the Depositary or an
         authorized representative thereof. Neither the Company nor the Trustee
         shall be liable for any delay by DTC or any participant or indirect
         participant in identifying the beneficial owners of the related notes
         and each of them may conclusively rely on, and will be protected in
         relying on, instruments from DTC for all purposes, including with
         respect to the registration and delivery, and the respective principal
         amounts, of the certificated notes to be issued.

                  (3) Subject to the provisions of clause (5) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined below) and persons that may hold
         interests through Agent Members, to take any action which a Holder is
         entitled to take under this Indenture or the Notes.

                  (4) In the event of the occurrence of any of the events
         specified in clause (1) above, the Company will promptly make available
         to the Trustee a reasonable supply of Certificated Notes in definitive,
         fully registered form, without interest coupons.

                  (5) Neither any members of, or participants in, the Depositary
         (collectively, the "Agent Members") nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Note registered in the name of the
         Depositary or any nominee thereof, or under any such Global Note, and
         the Depositary or such nominee, as the case may be, may be treated by
         the Company, the Trustee and any agent of the Company or the Trustee as
         the absolute owner and holder of such Global Note for all purposes
         whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
         the Company, the Trustee or any agent of the Company or the Trustee
         from giving effect to any written certification, proxy or other
         authorization furnished by the Depositary or such nominee, as the case
         may be, or impair, as between the Depositary, its Agent Members and any
         other person on whose behalf an Agent Member may act, the operation of
         customary practices of such Persons governing the exercise of the
         rights of a Holder of any Note.


                                       20
<PAGE>
                  SECTION 2.13 CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                  SECTION 2.14 Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

                                    ARTICLE 3

                                    COVENANTS

                  SECTION 3.01 Payment of Principal, Premium, Interest on the
Notes. The Company will duly and punctually pay the principal of and premium, if
any, and interest at the Interest Rate in respect of the Notes in accordance
with the terms of the Notes and this Indenture. The Company will deposit or
cause to be deposited with the Trustee as directed by the Trustee, no later than
11:00 a.m., New York City time on the day of the Stated Maturity of any interest
installment or principal payment of any Note, all payments so due. Principal
amount and cash interest shall be considered paid on the applicable date due if
at 11:00 a.m., New York City time on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, money sufficient to pay all such
amounts then due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 on
the reverse side of the Notes, compounded semi-annually, which interest shall
accrue from the date such overdue amount was originally due to the date payment
of such amount, including interest thereon, has been made or duly provided for.
All such overdue interest shall be payable on demand.

                  SECTION 3.02 SEC and Other Reports. The Company shall file
with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act; provided that the Company shall not
have to file with the Trustee any such reports filed by the Company with the SEC
through the SEC's Electronic Data Gathering and Retrieval System. If at any time
the Company is not subject to Section 13 or 15(d) of the Exchange Act, such
reports shall be provided at the times the Company would have been required to
provide reports had it continued to have been subject to such reporting
requirements. The Company also shall comply with the other provisions of TIA
Section 314(a).


                                       21
<PAGE>
                  SECTION 3.03 Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2001) an Officers'
Certificate, stating whether or not to the knowledge of the signers thereof the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                  SECTION 3.04 Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 3.05 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar and Paying Agent where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office located at
Bank One, N.A., 55 Water Street, 1st Floor, New York, New York 10041, shall
initially be such office or agency for all of the aforesaid purposes. The
Company shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the office of the Trustee). If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
9.02.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes 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 the
Borough of Manhattan, the City of New York, for such purposes.

                  SECTION 3.06 Delivery of Certain Information. At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial Holder of Notes, the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder or any beneficial holder of Notes, or to a prospective purchaser of
any such security designated by any such holder, as the case may be, to the
extent required to permit compliance by such Holder or holder with Rule 144A
under the Securities Act in connection with the resale of any such security.
"Rule 144A Information" shall be such information as is specified pursuant to
Rule 144A(d)(4) under the Securities Act.

                  SECTION 3.07 Limitations on Liens. So long as any of the Notes
remains outstanding, the Company shall not, nor shall the Company permit any
Restricted Subsidiary to, secure indebtedness for money borrowed or a guarantee
of indebtedness for money borrowed (hereinafter referred to as "Secured Debt")
by placing a Lien on any Principal Property now or hereafter owned by the
Company or any Restricted Subsidiary or on any shares of stock or indebtedness
for money borrowed of any Restricted Subsidiary without equally and ratably


                                       22
<PAGE>
securing the Notes, unless (i) the aggregate principal amount of such Secured
Debt then outstanding plus (ii) all Attributable Debt of the Company and its
Restricted Subsidiaries in respect of sale and leaseback transactions described
in Section 3.08 covering Principal Properties (other than sale and leaseback
transactions under Section 3.08 (ii)) does not exceed an amount equal to 10
percent of Consolidated Net Tangible Assets.

                  This restriction will not apply to, and there shall be
excluded in computing such Secured Debt for purposes of this restriction:

                  (i) Liens existing as of the Issue Date of the Notes;

                  (ii) Liens on property or assets or shares of stock or
         indebtedness for money borrowed existing at the time of acquisition
         thereof (including acquisition through merger or consolidation) or to
         secure the payment of all or any part of the purchase price or
         construction cost thereof or to secure indebtedness incurred prior to,
         at the time of, or within 360 days after the later of acquisition of
         such property or assets or shares of stock or indebtedness for money
         borrowed or the completion of the construction of and commencement of
         operation on such property, for the purpose of financing all or any
         part of the purchase price or construction cost thereof;

                  (iii) Liens on any property or assets to secure all or any
         part of the cost of development, operation, construction, alteration,
         repair, or improvement of all or any part of such property or assets,
         or to secure debt incurred before, at the time of, or within 360 days
         after the completion of such development, operation , construction,
         alteration, repair or improvement, whichever is later, for the purpose
         of financing all or any part of such cost;

                  (iv) Liens in favor of, or which secure indebtedness owing to,
         the Company or any Restricted Subsidiary;

                  (v) Liens to secure performance of government contracts,
         including the assignment of moneys due or to come due thereon;

                  (vi) any pledges, liens or deposits as security for the
         performance of any bid, tender, contract, lease or undertaking not in
         connection with the securing of debt; any pledges, liens or deposits
         with any governmental agency required or permitted to qualify the
         Company or any Restricted Subsidiary to conduct business, to maintain
         self-insurance or to obtain the benefits of any law pertaining to
         worker's compensation, unemployment insurance, old age pensions, social
         security or similar matters, or to obtain any stay or discharge in any
         legal or administrative proceedings; any mechanics', workers',
         repairmen's, materialmen's or warehousemen's liens or other similar
         liens arising in the ordinary course of business or deposits or pledges
         to obtain the release of any of the foregoing liens, any security
         interest created in connection with the sale, discount or guarantee of
         notes, chattel mortgages, leases, accounts receivable, trade
         acceptances or other paper, or contingent repurchase obligations,
         arising out of sales, of merchandise in

                                       23
<PAGE>
         the ordinary course of business; or other liens, deposits or pledges
         similar to those referred to in this clause (vi);

                  (vii) Liens arising by reason of any attachment, judgment,
         decree or order of any court or other governmental authority so long as
         any appropriate legal proceedings which may have been initiated for
         review of such attachment, judgment, decree or order shall not have
         been finally terminated or so long as the period within which such
         proceedings may be initiated shall not have expired;

                  (viii) Liens on property securing obligations issued by a
         domestic governmental issuer to finance the cost of acquisition or
         construction of such property;

                  (ix) Liens securing indebtedness owing by any Restricted
         Subsidiary to the Company;

                  (x) Liens on any assets of a corporation existing at the time
         such corporation is merged into or consolidated with the Company or any
         Restricted Subsidiary or at the time of a purchase, lease or other
         acquisition of the assets or shares of a corporation or firm as an
         entirety or substantially as an entirety by the Company or any
         Restricted Subsidiary;

                  (xi) Liens for taxes or assessments, landlords liens and
         similar liens and charges incidental to the conduct of business, or the
         ownership of the assets of the Company or of any Restricted Subsidiary,
         which were not incurred in connection with the borrowing of money and
         which do not, in the opinion of the Company acting in good faith,
         materially impair the use of such assets in the operation of the
         business of the Company or such Restricted Subsidiary or the value of
         such assets for the purpose thereof; and

                  (xii) extensions, substitutions, replacements or renewals of
         the foregoing.

                  For these purposes, debt created by the Company or any
Restricted Subsidiary shall not be cumulated with a guarantee of the same debt
by the Company or any other Restricted Subsidiary for the same financial
obligation.

                  SECTION 3.08 Limitations on Sale and Leaseback Transactions.
So long as any of the Notes remain outstanding, the Company will not, nor will
it permit any Restricted Subsidiary to, enter into any sale and leaseback
transaction (except a lease for a period not exceeding five years) covering any
Principal Property which was or is owned or leased by the Company or any
Restricted Subsidiary and which has been or is to be sold or transferred more
than 360 days after such property has been owned by the Company or such
Restricted Subsidiary and completion of construction and commencement of full
operation thereof without equally and ratably securing the Notes, unless:

                  (i) the Attributable Debt in respect thereto and all other
         sale and leaseback transactions entered into after the Issue Date of
         the Notes (other than those the proceeds of which are applied to reduce
         Funded Debt or acquire additional real property under the following
         clause (ii)), plus the aggregate principal amount of then outstanding
         Secured

                                       24
<PAGE>
         Debt not otherwise permitted or excepted does not exceed 10 percent of
         Consolidated Net Tangible Assets; or

                  (ii) an amount equal to the value of the Principal Property
         sold and leased back is applied within 360 days after the sale or
         transfer to (x) the voluntary retirement of Funded Debt (including the
         Notes) or (y) the acquisition of additional real property.

                                    ARTICLE 4

                              SUCCESSOR CORPORATION

                  SECTION 4.01 When Company May Merge or Transfer Assets. The
Company may, without the consent of the holders of the Notes, consolidate with
or merge into or sell, convey or lease all or substantially all of its property
to another corporation, provided that:

                  (a) the successor corporation (if other than the Company)
         shall (i) be organized and validly existing under the laws of the
         United States, or any State thereof or the District of Columbia and
         (ii) expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form reasonably satisfactory to the
         Trustee, all of the obligations of the Company under the Notes and this
         Indenture; and

                  (b) at the time immediately following such transaction, no
         Event of Default and no event which, after notice or lapse of time,
         would become an Event of Default, shall have happened and be
         continuing; and

                  (c) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, sale, conveyance or lease and, if a supplemental
         indenture is required in connection with such transaction, such
         supplemental indenture, comply with this Article 4 and that all
         conditions precedent herein provided for relating to such transaction
         have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter the Company shall be discharged from all obligations and covenants
under this Indenture and the Notes. Subject to Section 8.06, the Company, the
Trustee and the successor person shall enter into a supplemental indenture to
evidence the succession and substitution of such successor person and such
discharge and release of the Company.


                                       25
<PAGE>
                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

                  SECTION 5.01 Events of Default. An "Event of Default" occurs
if:

                  (1) the Company fails to pay when due the principal of or
premium, if any, on any of the Notes at maturity;

                  (2) the Company fails to pay an installment of interest on any
of the Notes (whether at maturity or otherwise) that continues for 30 days after
the date when due and payable;

                  (3) the Company fails to perform or observe any other term,
covenant or agreement contained in the Notes or this Indenture for a period of
60 days (90 days with respect to the Company's compliance with the covenants
described in Sections 3.07 and 3.08) after receipt by the Company of a Notice of
Default (as defined in this Section 5.01);

                  (4) the Company or any Significant Subsidiary:

                           (A) commences a voluntary case or proceeding under
                  any applicable bankruptcy, insolvency or other similar law now
                  or hereafter in effect;

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case or proceeding under such law
                  or the commencement of any case against it;

                           (C) consents to the appointment of or taking
                  possession by a receiver, liquidator, assignee, trustee,
                  custodian, sequestrator or similar official of it or any
                  Significant Subsidiary if, in the case of any Significant
                  Subsidiary, the effect of any Significant Subsidiary taking
                  any of the foregoing actions would have a material adverse
                  effect on the Company and its consolidated subsidiaries, taken
                  as a whole, or for any substantial part of the property of the
                  Company and its consolidated subsidiaries, taken as a whole;

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

                           (E) fails generally to pay its debts and the debts of
                  its consolidated subsidiaries, taken as a whole, as they
                  become due; or

                  (5) a court of competent jurisdiction enters an order or
decree that:

                           (A) is for relief in respect of the Company, or any
                  Significant Subsidiary in an involuntary case under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereinafter in effect;


                                       26
<PAGE>
                           (B) appoints a receiver, liquidator, assignee,
                  custodian, trustee, sequestrator or similar official of the
                  Company or any Significant Subsidiary or of any substantial
                  part of the property of the Company or such Significant
                  Subsidiary; or

                           (C) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary or any of the Company's
                  or such Significant Subsidiary's affairs;

         and the order or decree remains unstayed and in effect for 60
         consecutive days.

                  A Default under clause (3) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (3)
above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company will deliver to the Trustee, within five Business
Days of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time and the giving of notice would become an Event of
Default under clause (3) above, its status and what action the Company is taking
or proposes to take with respect thereto.

                  SECTION 5.02 Acceleration. If an Event of Default (other than
an Event of Default specified in Section 5.01(4) or (5)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the Notes at the time outstanding by notice to
the Company and the Trustee, may declare the Notes due and payable at their
principal amount together with accrued interest, and thereupon the trustee may,
at its discretion, proceed to protect and enforce the rights of the holders of
notes by appropriate judicial proceedings. Upon a declaration of acceleration,
such principal and accrued and unpaid interest to the date of payment shall be
immediately due and payable.

                  If an Event of Default specified in Section 5.01(4) or (5)
above occurs and is continuing, then the principal and the interest on all the
Notes shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholders.

                  The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding, by notice to the Trustee (and without notice to
any other Noteholder) may rescind or annul an acceleration and its consequences
(except any such declaration resulting from an Event of Default under Sections
5.01 (1) or (2) above) if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of the principal and any accrued cash interest that have become due
solely as a

                                       27
<PAGE>
result of acceleration and if all amounts due to the Trustee under Section 6.06
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  SECTION 5.03 Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of the principal, the premium, if any, and any accrued cash interest on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

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

                  SECTION 5.04 Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Noteholder), may waive an
existing Default and its consequences except (1) an Event of Default described
in Section 5.01(1) or (2) or (2) a Default in respect of a provision that under
Section 8.02 cannot be amended without the consent of each Noteholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right. This Section
5.04 shall be in lieu of Section 316(a)1(B) of the TIA and such Section
316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  SECTION 5.05 Control by Majority. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Noteholders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity reasonably
satisfactory to it against loss, liability or expense. This Section 5.05 shall
be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 5.06 Limitation on Suits. A Noteholder may not pursue
any remedy with respect to this Indenture or the Notes unless:

                  (1) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Notes at the time outstanding make a written request to the
         Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity satisfactory to the Trustee against any loss,
         liability or expense;


                                       28
<PAGE>
                  (4) the Trustee does not comply with the request within 60
         days after receipt of such notice, request and offer of security or
         indemnity; and

                  (5) the Holders of a majority in aggregate principal amount of
         the Notes at the time outstanding do not give the Trustee a direction
         inconsistent with the request during such 60-day period.

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

                  SECTION 5.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the principal amount, premium, if any, or any accrued cash
interest in respect of the Notes held by such Holder, on or after the respective
due dates expressed in the Notes or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected adversely without the consent of such Holder.

                  SECTION 5.08 Collection Suit by Trustee. If an Event of
Default described in Section 5.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Notes and the
amounts provided for in Section 6.06.

                  SECTION 5.09 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 relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal amount or any accrued cash interest in
respect of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of any such amount) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of the
         principal amount or any accrued cash interest and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel or any other amounts due the Trustee under Section
         6.06) and of the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,


                                       29
<PAGE>
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.06.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

                  SECTION 5.10 Priorities. If the Trustee collects any money
pursuant to this Article 5, it shall pay out the money in the following order:

                  (1) to the Trustee for amounts due under Section 6.06;

                  (2) to Noteholders for amounts due and unpaid on the Notes for
         the principal amount or any accrued cash interest as the case may be,
         ratably, without preference or priority of any kind, according to such
         amounts due and payable on the Notes; and

                  (3) the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.10. At least 15 days before
such record date, the Trustee shall mail to each Noteholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

                  SECTION 5.11 Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 5.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 5.07 or a suit by Holders of more than 10% in aggregate
principal amount of the Notes at the time outstanding. This Section 5.11 shall
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 5.12 Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount or
any accrued cash interest in respect of Notes, or any interest on such amounts,
as contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution

                                       30
<PAGE>
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                    ARTICLE 6

                                     TRUSTEE

                  SECTION 6.01 Duties and Responsibilities of the Trustee;
During Default; Prior to Default. The Trustee, prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all such Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default hereunder has occurred (which has not been cured or waived), the Trustee
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.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that

                  (a) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all such Events of Default which may
         have occurred:

                           (i) the duties and obligations of the Trustee shall
                  be determined solely by the express provisions of this
                  Indenture, and the Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Indenture, and no implied covenants or
                  obligations shall be read into this Indenture against the
                  Trustee; and

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

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

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders pursuant to Section 5.05 relating to the time,
         method and place of conducting any proceeding for any remedy

                                       31
<PAGE>
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

                  The provisions of this Section 6.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.

                  SECTION 6.02 Certain Rights of the Trustee. In furtherance of
and subject to the TIA and subject to Section 6.01:

                  (a) Trustee may rely, and shall be protected in acting or
         refraining from acting upon, any resolution, Officers' Certificate,
         Company Request, Company Order, or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order, bond,
         debenture, note, coupon, Note 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, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by an Officers'
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any resolution of the Board of Directors
         may be evidenced to the Trustee by a copy thereof certified by the
         secretary or an assistant secretary of the Company;

                  (c) the Trustee may consult with counsel of its selection and
         any advice or Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted to be taken by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise any
         of the trusts or powers vested in it by this Indenture in accordance
         with the request, order or direction of any of the Noteholders pursuant
         to the provisions of this Indenture, unless such Noteholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which might be incurred therein or
         thereby;

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

                  (f) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all such Events of Default, the
         Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, consent, order, approval, appraisal,
         bond, debenture, note, coupon, security, or other paper or document
         unless requested in writing

                                       32
<PAGE>
         to do so by the Holders of not less than a majority in aggregate
         principal amount of the Notes then outstanding; provided that, if the
         payment within a reasonable time to the Trustee of the costs, expenses
         or liabilities likely to be incurred by it in the making of such
         investigation is, in the opinion of the Trustee, not reasonably assured
         to the Trustee by the security afforded to it by the terms of this
         Indenture, the Trustee may require reasonable indemnity against such
         expenses or liabilities as a condition to proceeding; the reasonable
         expenses of every such investigation shall be paid by the Company or,
         if paid by the Trustee or any predecessor trustee, shall be repaid by
         the Company upon demand;

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

                  (h) The Trustee's immunities and protections from liability
         and its rights to compensation and indemnification in connection with
         the performance of its duties under this Indenture shall extend to the
         Trustee's officers, directors, agents and employees and its services as
         Paying Agent, Registrar or any other role assumed by the Trustee
         hereunder or to which it has been appointed. Such immunities and
         protections and right to indemnification, together with the Trustee's
         right to compensation, shall survive the Trustee's resignation or
         removal and the final payment of the Notes;

                  (i) The Trustee is not required to give any bond or surety
         with respect to the performance of its duties or the exercise of its
         powers under this Indenture; and

                  (j) The Trustee shall not be deemed to have knowledge of any
         Default or Event of Default hereunder except (i) during any period it
         is serving as Paying Agent for the Notes, any Event of Default pursuant
         to Sections 5.01 (1) or (2), or (ii) any Default or Event of Default of
         which a Responsible Officer shall have received written notification or
         otherwise obtained actual knowledge.

                  SECTION 6.03 Trustee Not Responsible for Recitals, Disposition
of Notes or Application of Proceeds Thereof. The recitals contained herein and
in the Notes, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any of the Notes or of the proceeds thereof.

                  SECTION 6.04 Trustee and Agents May Hold Notes; Collections,
etc. The Trustee or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.08 and 6.13, if operative, may otherwise deal with the Company and
receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee or such agent.


                                       33
<PAGE>
                  SECTION 6.05 Moneys Held by Trustee. Subject to the provisions
of Section 7.02 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

                  SECTION 6.06 Compensation and Indemnification of Trustee and
Its Prior Claim. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) to be agreed to in writing by the Trustee and the
Company, and the Company covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including (i) the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ and (ii) interest at the prime
rate on any disbursements and advances made by the Trustee and not paid by the
Company within 5 days after receipt of an invoice for such disbursement or
advance) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Company under this Section 6.06 to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Notes upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Notes, and the Notes are hereby
effectively subordinated to such senior claim to such extent. The provisions of
this Section 6.06 shall survive the termination of this Indenture and the
resignation or removal of the Trustee. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
5.01 or in connection with Article Five hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

                  SECTION 6.07 Right of Trustee to Rely on Officers'
Certificate, etc. Subject to Sections 6.01 and 6.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee.


                                       34
<PAGE>
                  SECTION 6.08 Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA.

                  SECTION 6.09 Persons Eligible for Appointment as Trustee. The
Trustee shall at all times be a corporation or banking association having a
combined capital and surplus of at least $50,000,000. If such corporation or
banking association files reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section 6.09, 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 filed. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.09, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

                  SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Notes by giving
written notice of resignation to the Company and by mailing notice thereof by
first class mail to the Holders of Notes at their last addresses as they shall
appear on the Note register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the mailing
of such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Noteholder who has been a bona fide Holder of a Note for at least six months
may, subject to the provisions of Section 6.11, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

                  (b)      In case at any time any of the following shall occur:

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

                           (ii) the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 6.09 and shall fail
                  to resign after written request therefor by the Company or by
                  any Noteholder; or

                           (iii) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent, or a receiver or
                  liquidator of the Trustee or of its property shall be
                  appointed, or any public officer shall take charge or control
                  of the Trustee or of its property or affairs for the purpose
                  of rehabilitation, conservation or liquidation;


                                       35
<PAGE>
then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 6.11, any Noteholder who has been a bona
fide Holder of a Note for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition a court of
competent jurisdiction for the appointment of a successor trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding may at any time remove the Trustee and appoint
a successor trustee by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in Section
1.05 of the action in that regard taken by the Noteholders.

                  (d) Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.

                  SECTION 6.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but, nevertheless, on the written
request of the Company or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.
Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 6.06.

                  No successor trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 6.11, the Company shall mail notice thereof by first
class mail to the Holders of Notes at their last addresses as they shall appear
in the register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 6.10.
If the Company fails to

                                       36
<PAGE>
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

                  SECTION 6.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or banking association shall be qualified under
the provisions of Section 6.08 and eligible under the provisions of Section
6.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of the
Trustee; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                  SECTION 6.13 Preferential Collection of Claims Against the
Company. The Trustee shall comply with the provisions of Section 311 of the TIA.

                  SECTION 6.14 Reports by the Trustee. (a) The Trustee shall
transmit to Holders and other persons such reports concerning the Trustee and
its actions under this Indenture, but only as may be required pursuant to the
TIA, on or before July 15 in each year that such report is required, such
reports to be dated as of the immediately preceding May 15.

                  (b) A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Company and be filed by the
Trustee with each stock exchange upon which the Notes are listed and also with
the SEC. The Company agrees to notify the Trustee when and as the Notes become
admitted to trading on any national securities exchange.

                  SECTION 6.15 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Noteholders, as the names and addresses of such Holders appear on the Note
register, notice by mail of all Defaults which have occurred and of which a
Responsible Officer has actual knowledge, such notice to be transmitted within
90 days after the occurrence thereof, unless such Defaults shall have been cured
before the giving of such notice; provided that, except in the case of Default
in the payment of the principal of, interest on, or other similar obligation
with respect to, any of the Notes, the 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 or trustees and/or Responsible Officers of

                                       37
<PAGE>
the Trustee in good faith determines that the withholding of such notice is in
the best interests of the Noteholders.

                                    ARTICLE 7

                             DISCHARGE OF INDENTURE

                  SECTION 7.01 Discharge of Liability on Notes. When (i) the
Company delivers to the Trustee all outstanding Notes (other than Notes replaced
pursuant to Section 2.07) for cancellation or (ii) all outstanding Notes will
become due and payable within one year of their Stated Maturity and, in each
case, the Company deposits with the Trustee cash sufficient to pay all amounts
due and owing on all outstanding Notes (other than Notes replaced pursuant to
Section 2.07), and if in any case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 6.06,
cease to be of further effect. The Trustee shall join in the execution of a
document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel and at the cost and expense of the Company.

                  SECTION 7.02 Repayment of the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof.

                                    ARTICLE 8

                                   AMENDMENTS

                  SECTION 8.01 Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without the consent of any
Noteholder for the purposes of, among other things:

                  (1) adding to the Company's covenants for the benefit of the
         Holders;

                  (2) complying with the requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;

                  (3) curing any ambiguity, omission, inconsistency or
         correcting or supplementing any defective provision contained in this
         Indenture; provided that such modification or amendment does not, in
         the good faith opinion of the Board of Directors and the Trustee,
         adversely affect the interests of the Holders; or


                                       38
<PAGE>
                  (4) adding or modifying any other provisions which the Company
         or the Trustee may deem necessary or desirable and which will not, in
         the good faith opinion of the Board of Directors and the Trustee,
         adversely affect the interests of the Holders.

                  SECTION 8.02 With Consent of Holders. With the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
at the time outstanding or by the adoption of a resolution at a meeting of the
Holders at which a quorum is present by at least a majority in aggregate
principal amount of the Notes represented at the meeting, the Company and the
Trustee may amend this Indenture or the Notes. However, without the consent of
each Noteholder affected, an amendment to this Indenture or the Notes may not:

                  (1) change the maturity of the principal of or any installment
         of interest on any Note;

                  (2) reduce the principal amount of, or premium, if any, or
         interest on, any Note;

                  (3) reduce the Interest Rate on any Note;

                  (4) change the currency of payment of principal of, premium,
         if any, or interest on any Note;

                  (5) impair the right to institute suit for the enforcement of
         any payment on, or with respect to, any Note; or

                  (6) reduce the percentage in aggregate principal amount of
         Notes outstanding necessary to modify or amend this Indenture or to
         waive any past default.

                  It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 8.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.

                  SECTION 8.03 Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

                  SECTION 8.04 Revocation and Effect of Consents, Waivers and
Actions. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Note hereunder is a continuing
consent by the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same obligation as the consenting Holder's Note, even if
notation of the consent, waiver or action is not made on the Note. However, any
such Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Noteholder.


                                       39
<PAGE>
                  SECTION 8.05 Notation on or Exchange of Notes. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so modified
as to conform, in the opinion of the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.

                  SECTION 8.06 Trustee to Sign Supplemental Indentures. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article Eight if the amendment contained therein does not, in the good faith
opinion of the Trustee, adversely affect the rights, duties, liabilities,
protections, privileges, indemnities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall be entitled to receive, and (subject to
the provisions of Section 6.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture and complies with the TIA.

                  SECTION 8.07 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 Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

                                    ARTICLE 9

                                  MISCELLANEOUS

                  SECTION 9.01 Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 9.02 Notices. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:

         if to the Company:

                  The Gillette Company.
                  Prudential Tower Building
                  Boston, Massachusetts 02199
                  Attention:  Director Capital Markets and Treasury Operations
                  Telephone No.:  (617) 421-7000
                  Facsimile No.:  (617) 421-7699


                                       40
<PAGE>
         if to the Trustee:

                  Bank One, N.A.
                  153 West 51st Street
                  New York, NY 10019
                  Attention: Corporate Trust Administration
                  Telephone No.: (212) 373-1339
                  Facsimile No.:  (212) 373-1383

                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Noteholder shall be
mailed to the Noteholder, by first-class mail, postage prepaid, at the
Noteholder's address as it appears on the registration books of the Registrar
and shall be sufficiently given if so mailed within the time prescribed.

                  Failure to mail a notice or communication to a Noteholder or
any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

                  If the Company mails a notice or communication to the
Noteholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent or co-registrar.

                  SECTION 9.03 Communication by Holders with Other Holders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar, the Paying Agent and anyone else shall have
the protection of TIA Section 312(c).

                  SECTION 9.04 Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

                  (3) if required by the TIA, a certificate or opinion of an
         independent public accountant ("Independent Certificate").

                  SECTION 9.05 Statements Required in Certificate or Opinion.
Each Officers' Certificate, Opinion of Counsel or Independent Certificate with
respect to compliance with a covenant or condition provided for in this
Indenture shall include:


                                       41
<PAGE>
                  (1) a statement that each person making such Officers'
         Certificate, Opinion of Counsel or Independent Certificate has read
         such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate, Opinion of Counsel,
         Independent Certificate are based;

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

                  (4) a statement that, in the opinion of such person, such
         covenant or condition has been complied with.

                  SECTION 9.06 Separability Clause. In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  SECTION 9.07 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

                  SECTION 9.08 Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice or making a payment or a purchase) is a Legal Holiday, the action shall
be taken on the next succeeding day that is not a Legal Holiday, and, if the
action to be taken on such date is a payment in respect of the Notes, no
interest, if any, shall accrue for the intervening period.

                  SECTION 9.09 GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 9.10 No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

                  SECTION 9.11 Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successor. All agreements of the Trustee
in this Indenture shall bind its successor.

                  SECTION 9.12 Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.


                                       42
<PAGE>
                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this Indenture on behalf of the respective parties hereto as of
the date first above written.

                                        THE GILLETTE COMPANY

                                        By: /s/ Gian Camuzzi
                                            Name: Gian Camuzzi
                                            Title: Vice President - Treasurer

                                        BANK ONE, N.A.,
                                        as Trustee

                                        By: /s/ Michael Pinzon
                                            Name: Michael Pinzon
                                            Title: Authorized Officer
<PAGE>
                                   EXHIBIT A-1

                          [FORM OF FACE OF GLOBAL NOTE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                  [INCLUDE FOR RULE 144A GLOBAL NOTE] [THE NOTE EVIDENCED HEREBY
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE BENEFIT OF, U.S. PERSONS, IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS
SET FORTH BELOW. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE
INITIAL ISSUANCE OF THE NOTE EVIDENCED HEREBY AND THE LAST DATE ON WHICH THE
GILLETTE COMPANY (THE "COMPANY") OR ANY "AFFILIATE" (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THE NOTE (THE
"RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
HEREBY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE

                                      A-1-1
<PAGE>
SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (E) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
PROVIDED THAT THE FOREGOING AGREEMENT OF THE HOLDER IS SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THE PROPERTY OF THE HOLDER OR ANY
INVESTOR ACCOUNTS FOR WHICH THE HOLDER IS ACTING SHALL AT ALL TIMES BE AND
REMAIN WITHIN ITS OR THEIR CONTROL; AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2 (D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY PURSUANT TO CLAUSE 2(D) ABOVE OR UPON OR AFTER THE RESTRICTION
TERMINATION DATE.

                  IF THE PROPOSED TRANSFER IS BEING MADE OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO BANK ONE, N.A., AS TRUSTEE (OR A SUCCESSOR
TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(D) ABOVE OR
UPON OR AFTER THE RESTRICTION TERMINATION DATE.

         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.]

         [INCLUDE FOR REGULATION S GLOBAL NOTE] [PRIOR TO EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S ("REGULATION
S") UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY
BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE
144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A AND WHERE THE HOLDER, PRIOR TO SUCH TRANSFER, FURNISHES TO BANK ONE,
N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO
CONFIRM

                                      A-1-2
<PAGE>
THAT SUCH TRANSFER IS BEING MADE IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A.]

                                      A-1-3
<PAGE>
                              THE GILLETTE COMPANY
                            4 % Senior Notes due 2005

                                                                  $[___________]

         No.:  [RA-1][RS-1][R-1]                        CUSIP NO.  [           ]
                                                        ISIN NO.   [           ]
                                                        Common Code[           ]

         Issue Date:  March 6, 2002

         THE GILLETTE COMPANY, a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, the principal sum of
___________________($[___________]) on June 30, 2005.

         This Note shall bear interest as specified on the other side of this
Note.

         Additional provisions of this Note are set forth on the other side of
this Note.

Dated:  March 6, 2002                        THE GILLETTE COMPANY



                                             By: _______________________________
                                                 Name:
                                                 Title:

[SEAL]

Attest:

__________________________
Name:
Title:

TRUSTEE'S CERTIFICATE OF

AUTHENTICATION

Bank One, N.A.,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).

By_____________________________
      Authorized Signatory

Dated:   ______________________


                                      A-1-4
<PAGE>
                         [FORM OF REVERSE SIDE OF NOTE]

                            4 % Senior Note due 2005

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture unless otherwise indicated.

1.   Cash Interest.

         The Company promises to pay interest at the Interest Rate in cash on
the principal amount of this Note. The Company will pay cash interest
semi-annually in arrears on June 30 and December 30 of each year (each an
"Interest Payment Date"), beginning on June 30, 2002, to Holders of record at
the close of business on the fifteenth day preceding the applicable Interest
Payment Date (whether or not a Business Day) (each a "Regular Record Date").
Cash interest on the Notes will accrue from the most recent date to which
interest has been paid or duly provided or, if no interest has been paid, from
the Issue Date. Cash interest will be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay cash interest on overdue principal
at the rate borne by the Notes, and it shall pay interest in cash on overdue
installments of cash interest at the same rate to the extent lawful. All such
overdue cash interest shall be payable on demand.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of, premium, if any, and cash interest
on this Note to a Paying Agent to collect such payments in respect of the Notes.
The Company will pay cash amounts in money of the United States that at the time
of payment is legal tender for payment of public and private debts. However, the
Company may make such cash payments by check payable in such money. A Holder
with an aggregate principal amount of Notes in excess of $5,000,000 will be paid
by wire transfer in immediately available funds at the written election of such
Holder received by the Paying Agent and containing all relevant information
necessary to make such wire transfer. Any such election shall remain in full
force and effect unless rescinded or otherwise modified in writing. Any payment
required to be made on any day that is not a Business Day will be made on the
next succeeding Business Day.

3.       Paying Agent and Registrar.

         Initially, Bank One, N.A. (the "Trustee"), will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Registrar or co-registrar.

4.       Indenture.


                                     A-1-5
<PAGE>
         The Company issued the Notes under an Indenture dated as of March 6,
2002 (the Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Notes are subject to
all such terms, and Noteholders are referred to the Indenture and the TIA for a
statement of those terms.

         The Notes are general unsecured and unsubordinated obligations of the
Company initially limited to $350,000,000 aggregate principal amount (subject to
Section 2.07 of the Indenture and the Company's right to reopen the series of
Notes pursuant Section 2.02 of the Indenture). The Indenture does not limit
other indebtedness of the Company, secured or unsecured.

5.       Denominations; Transfer; Exchange.

         The Notes are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

6.       Persons Deemed Owners.

         The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

7.       Unclaimed Money or Notes.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or Notes held by them for the payment of any amount
with respect to the Notes that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders entitled
to the money or Notes must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

8.       Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to make any change that does not adversely affect the rights of any
Noteholder, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA.

9.       Defaults and Remedies.


                                     A-1-6
<PAGE>
         Under the Indenture, Events of Default include (1) the Company fails to
pay when due the principal, or premium, if any, on any of the Notes at maturity;
(2) the Company fails to pay an installment of interest on any of the Notes
(whether at maturity or otherwise) that continues for 30 days after the date
when due and payable; (3) the Company fails to perform or observe any other
term, covenant or agreement contained in the Notes or the Indenture for a period
of 60 days (90 days with respect to the Company's compliance with the covenants
described under Sections 3.07 and 3.08 of the Indenture) after written notice of
such failure to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding; and (4) certain events of bankruptcy, insolvency or reorganization
with respect to the Company or any Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (4) or (5) of
Section 5.01 of the Indenture) occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare all the Notes to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Notes becoming due and payable immediately upon the occurrence of
such Events of Default.

         Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Noteholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(1) or (2) above) if it determines that withholding notice is in their
interests.

10.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

11.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

12.      Authentication.

         This Note shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Note.

13.      Registration Rights.


                                     A-1-7
<PAGE>
         [THIS PARAGRAPH TO BE OMITTED FROM EXCHANGE NOTES] In addition to
rights provided to the Holders of this Note under the Indenture, Holders of this
Note shall have all the rights set forth in the Registration Rights Agreement
dated as of March 6, 2001 between the Company and Lehman Brothers Inc. (as the
same may be amended or supplemented from time to time in accordance with its
terms, the "Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, the Holders of the Notes will, subject to certain exceptions and on
the terms and subject to the conditions specified in the Registration Rights
Agreement, have the right to exchange their Notes for a like principal amount of
Exchange Notes issued under the Indenture, which Exchange Notes will have been
registered under the Securities Act. The Holders of the Notes shall be entitled
to receive certain additional interest on the Notes in the event such exchange
offer is not consummated or upon certain other conditions, all as set forth in
the Registration Rights Agreement.

14.      Abbreviations.

         Customary abbreviations may be used in the name of a Noteholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

15.      GOVERNING LAW.

         THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

         The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type. Requests may be made to:

                  The Gillette Company.
                  Prudential Tower Building
                  Boston, Massachusetts 02199
                  Attention:  Director Capital Markets and Treasury Operations
                  Telephone No.:  (617) 421-7000
                  Facsimile No.:  (617) 421-7699



                                     A-1-8
<PAGE>
                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:


I or we assign and transfer this Note to

_______________________________________________________________________________

_______________________________________________________________________________
(Insert assignee's social sec. or tax ID no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
(Print or type assignee's name, address and zip code)

And irrevocably appoint_____________________, agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.







Date: _________________________________ Your Signature: ________________________

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



                                     A-1-9
<PAGE>
                                   EXHIBIT A-2

                           [Form of Certificated Note]

                  [INCLUDE FOR RULE 144A CERTIFICATED NOTE] [THE NOTE EVIDENCED
HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE BENEFIT OF, U.S. PERSONS, IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AS SET FORTH BELOW. BY ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS
AFTER THE LATER OF THE INITIAL ISSUANCE OF THE NOTE EVIDENCED HEREBY AND THE
LAST DATE ON WHICH THE GILLETTE COMPANY (THE "COMPANY") OR ANY "AFFILIATE" (AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF
THE NOTE (THE "RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE
NOTE EVIDENCED HEREBY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES
ACT (IF AVAILABLE), (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE
AT THE TIME OF SUCH TRANSFER), OR (E) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, PROVIDED THAT
THE FOREGOING AGREEMENT OF THE HOLDER IS SUBJECT TO ANY REQUIREMENT OF LAW THAT
THE DISPOSITION OF THE PROPERTY OF THE HOLDER OR ANY INVESTOR ACCOUNTS FOR WHICH
THE HOLDER IS ACTING SHALL AT ALL TIMES BE AND REMAIN WITHIN ITS OR THEIR
CONTROL; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2 (D)
ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE
REMOVED UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(D)
ABOVE OR UPON OR AFTER THE RESTRICTION TERMINATION DATE.

                  IF THE PROPOSED TRANSFER IS BEING MADE OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR PURSUANT TO RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), THE


                                     A-2-1
<PAGE>
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO BANK ONE, N.A., AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         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.

         THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.]

         [INCLUDE FOR REGULATION S CERTIFICATED NOTE] [PRIOR TO EXPIRATION OF
THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
("REGULATION S") UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT")), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON
REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A AND WHERE THE HOLDER, PRIOR TO SUCH TRANSFER,
FURNISHES TO BANK ONE, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A.]


                                     A-2-2
<PAGE>
                           THE GILLETTE COMPANY, INC.
                            4 % Senior Notes due 2005

         No.:[RS-1]                                CUSIP NO.      [            ]
             [RA-1]                                ISIN NO.       [            ]
             [R-1]                                 Common Code    [            ]



         Issue Date: March 6, 2002

         THE GILLETTE COMPANY, a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, the principal sum of [___________] DOLLARS
($[__________]) on June 30, 2005.

         This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.

         Additional provisions of this Note are set forth on the other side of
this Note.

Dated:  March 6, 2002                                     THE GILLETTE COMPANY



                                                          By:
                                                              Name:
                                                              Title:

[SEAL]

Attest:


_______________________________
Name:
Title:

TRUSTEE'S CERTIFICATE OF

AUTHENTICATION

Bank One, N.A.,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).


By:____________________________


                                     A-2-3
<PAGE>
         Authorized Signatory

Dated:_______________________________


                                     A-2-4
<PAGE>
                         [Text of Reverse Side of Note]

                              Use Exhibit A-1 Text


                                     A-2-5
<PAGE>
                                                                       EXHIBIT B

                  FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR
                       EXCHANGE FROM REGULATION S SECURITY
                              TO RULE 144A SECURITY

Bank One, N.A.
153 West 51st Street
New York, New York  10019

Attention:  Corporate Trust Administration

                  Re:      The Gillette Company
                           $350,000,000 4 % Senior Notes due 2005 (the "Notes")


         Reference is hereby made to the Indenture dated as of March 6, 2002
between BANK ONE, N.A. (the "Trustee") and THE GILLETTE COMPANY (the "Company")
(the "Indenture"). Capitalized terms not defined in this Certificate shall have
the meanings given to them in the Indenture.

         This Certificate relates to ______________________________________
principal amount of Notes which are held in the form of the Regulation S
Security (CUSIP No. U37576AL6) (ISIN Code USU37576AL61) (Common Code 14444262)
through the Depositary by or on behalf of transferor as beneficial owner (the
"Transferor"). The Transferor has requested an exchange or transfer of its
interest in the Notes for an interest in the Rule 144A Security (CUSIP NO.
375766AG7).

         In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such transfer is being effected in
accordance with the transfer restrictions set forth in the Indenture and
pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the "Securities Act") to a transferee that the
Transferor reasonably believes is purchasing the Securities for its own account
or an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.

         This Certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchaser of the Notes
being transferred.

                                                     [Insert Name of Transferor]

                                                     By:________________________


                                     B-1-1
<PAGE>
                                                            Name:

                                                            Title:

Dated: _______________________


                                        2
<PAGE>
                                                                       EXHIBIT C

                        FORM OF TRANSFER CERTIFICATE FOR
                       TRANSFER OR EXCHANGE FROM RULE 144A
                        SECURITY TO REGULATION S SECURITY

Bank One, N.A.
153 West 51st Street
New York, New York  10019

Attention:  Corporate Trust Administration

                  Re:      The Gillette Company
                           $350,000,000 4 % Senior Notes due 2005 (the "Notes")


         Reference is hereby made to the Indenture dated as of March 6, 2002,
between BANK ONE, N.A. (the "Trustee") and THE GILLETTE COMPANY (the "Company")
(the "Indenture"). Capitalized terms not defined in this Certificate shall have
the meanings given to them in the Indenture.

         This Certificate relates to ______________ principal amount of Notes
represented by a beneficial interest in the Rule 144A Security (CUSIP No.
375766AG7) held with the Depositary by or on behalf of [transferor] as
beneficial owner (the "Transferor"). The Transferor has requested an exchange or
transfer of its interest for an interest in the Regulation S Security (CUSIP
(CINS) No. U37576AL6) to be held by Euroclear or Clearstream Banking (ISIN Code
USU37576AL61) (Common Code 14444262) through the Depositary.

         In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and that,
with respect to transfers made in reliance on Regulation S under the Securities
Act, pursuant to and in accordance with Regulation S under the Securities Act,
and accordingly the Transferor does hereby further certify that:

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

                  (B)      either: (1) at the time the buy order was originated,
                           the transferee was outside the United States or the
                           Transferor and any person acting on its behalf
                           reasonably believed that the transferee was outside
                           the United States, or

                           (2) the transaction was executed in, on or through
                           the facilities of a designated offshore securities
                           market and neither the Transferor nor any person
                           acting on its behalf knows that the transaction was
                           pre-arranged with a buyer in the United States;

                                      C-1-1
<PAGE>
                  (C) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or 904(b) of
         Regulation S, as applicable;

                  (D) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act; and

                  (E) if the transfer is being made prior to the termination of
         the distribution compliance period applicable to the Notes, the
         interest in the Notes transferred will be held immediately thereafter
         through Euroclear Bank S.A./N.V., as operator of the Euroclear System,
         or Clearstream Banking, societe anonyme, Luxembourg, as applicable.

         This Certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchaser of such Notes
being exchanged or transferred. Terms used in this Certificate and not otherwise
defined in the Indenture have the meanings set forth in Regulation S under the
Securities Act.

                                                     [Insert Name of Transferor]



                                                     By:________________________

                                                            Name:

                                                            Title:


Dated:  __________________

cc:      The Gillette Company

                                       2