<Page>

                                                                     EXHIBIT 4.1

                                                                [EXECUTION COPY]


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





                         CITIZENS COMMUNICATIONS COMPANY

                                       AND

                            THE CHASE MANHATTAN BANK,

                                   AS TRUSTEE





                                    INDENTURE

                           DATED AS OF AUGUST 16, 2001





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

<Page>

                                TABLE OF CONTENTS

                                                                           PAGE

              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.1 Definitions................................................1
      Section 1.2 Incorporation by Reference of Trust Indenture Act..........9
      Section 1.3 Rules of Construction.....................................10

                            ARTICLE II THE SECURITIES

      Section 2.1 Form, Dating and Terms....................................10
      Section 2.2 Execution and Authentication..............................17
      Section 2.3 Registrar and Paying Agent................................18
      Section 2.4 Securityholder Lists......................................18
      Section 2.5 Transfer and Exchange.....................................19
      Section 2.6 Form of Certificate to be Delivered in Connection with
                     Transfers to Institutional Accredited Investors........22
      Section 2.7 Form of Certificate to be Delivered in Connection with
                     Transfers Pursuant to Regulation S.....................23
      Section 2.8 Mutilated, Destroyed, Lost or Stolen Securities...........24
      Section 2.9 Outstanding Securities....................................25
      Section 2.10 Temporary Securities.....................................26
      Section 2.11 [intentionally left blank]...............................26
      Section 2.12 Cancellation.............................................26
      Section 2.13 Payment of Interest; Defaulted Interest..................26
      Section 2.14 Computation of Interest..................................27
      Section 2.15 CUSIP and ISIN Numbers...................................27

                              ARTICLE III COVENANTS

      Section 3.1 Payment of Principal and Interest.........................27
      Section 3.2 Offices for Notices and Payments, etc.....................27
      Section 3.3 No Interest Extension.....................................27
      Section 3.4 Appointments to Fill Vacancies in Trustee's Office........28
      Section 3.5 Provision as to Paying Agent..............................28
      Section 3.6 Limitation on Liens.......................................29
      Section 3.7 Issuer to Furnish Trustee Information as to Names and
                     Addresses of Securityholders...........................29
      Section 3.8 Preservation and Disclosure of Securityholders Lists......29
      Section 3.9 Reports by the Issuer.....................................30
      Section 3.10 Reports by the Trustee...................................31

                           ARTICLE IV SUCCESSOR ISSUER

      Section 4.1 Limitations on Mergers, Consolidations and Sales
                     of Assets..............................................31

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                       ARTICLE V REDEMPTION OF SECURITIES

      Section 5.1 Applicability of Article..................................32
      Section 5.2 Notice of Redemption; Partial Redemptions.................32
      Section 5.3 Payment of Securities Called for Redemption...............33
      Section 5.4 Exclusion of Certain Securities from Eligibility for
                     Selection for Redemption...............................34

                        ARTICLE VI DEFAULTS AND REMEDIES

      Section 6.1 Event of Default Defined; Acceleration of Maturity;
                     Waiver of Default......................................34
      Section 6.2 Collection of Indebtedness By Trustee; Trustee May
                     Prove Debt.............................................37
      Section 6.3 Application of Proceeds...................................39
      Section 6.4 Suits for Enforcements....................................40
      Section 6.5 Restoration of Rights on Abandonment of Proceedings.......40
      Section 6.6 Limitations on Suits by Security Holders..................40
      Section 6.7 Unconditional Right of Securityholders to Institute
                     Certain Suits..........................................40
      Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not
                     Wavier of Default......................................41
      Section 6.9 Control by Holders of Securities..........................41
      Section 6.10 Waiver of Past Defaults..................................41
      Section 6.11 Trustee to Give Notice of Default, But May Withhold in
                     Certain Circumstances..................................42
      Section 6.12 Right of Court to Require Filing of Undertaking to
                     Pay Costs..............................................42

                               ARTICLE VII TRUSTEE

      Section 7.1 Duties and Responsibilities of the Trustee; During
                     Default; Prior to Default..............................43
      Section 7.2 Certain Rights of the Trustee.............................44
      Section 7.3 Trustee Not Responsible for Recitals, Disposition of
                     Securities or Application of Proceeds Thereof..........45
      Section 7.4 Trustee and Agents May Hold Securities; Collections, etc..45
      Section 7.5 Moneys Held by Trustee....................................45
      Section 7.6 Compensation and Indemnification of Trustee and Its
                     Prior Claim............................................45
      Section 7.7 Right of Trustee to Rely on Officers' Certificate, etc....46
      Section 7.8 Qualification of Trustee; Conflicting Interests...........46
      Section 7.9 Persons Eligible for Appointment as Trustee; Different
                     Trustees for Different Series..........................46
      Section 7.10 Resignation and Removal; Appointment of Successor
                     Trustee................................................47
      Section 7.11 Acceptance of Appointment by Successor Trustee...........48
      Section 7.12 Merger, Conversion, Consolidation or Succession to
                     Business of Trustee....................................49

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      Section 7.13 Preferential Collection of Claims Against the Issuer.....49
      Section 7.14 Appointment of Authenticating Agent......................50

              ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

      Section 8.1 Opinion to Effect Legal Defeasance or Covenant Defeasance.51
      Section 8.2 Legal Defeasance And Discharge............................51
      Section 8.3 Covenant Defeasance.......................................51
      Section 8.4 Conditions To Legal Or Covenant Defeasance................52
      Section 8.5 Deposited Money And Government Obligations To Be Held
                     In Trust; Other Miscellaneous Provisions...............53
      Section 8.6 Repayment To Issuer.......................................53
      Section 8.7 Reinstatement.............................................54
      Section 8.8 Survival..................................................54
      Section 8.9 Satisfaction and Discharge of Indenture...................54

                              ARTICLE IX AMENDMENTS

      Section 9.1 Supplemental Indentures Without Consent of
                     Securityholders........................................54
      Section 9.2 Supplemental Indentures with Consent of Securityholders...56
      Section 9.3 Effect of Supplemental Indenture..........................57
      Section 9.4 Documents to Be Given to Trustee..........................58
      Section 9.5 Notation on Securities in Respect of Supplemental
                     Indentures.............................................58

                    ARTICLE X CONCERNING THE SECURITYHOLDERS

      Section 10.1 Evidence of Action Taken by Securityholders..............58
      Section 10.2 Proof of Execution of Instruments and of Holding of
                     Securities   58
      Section 10.3 Holders to be Treated as Owners..........................59
      Section 10.4 Securities Owned by Issuer Deemed Not Outstanding........59
      Section 10.5 Right of Revocation of Action Taken......................59
      Section 10.6 Record Date for Consents and Waivers.....................60

                            ARTICLE XI MISCELLANEOUS

      Section 11.1 Partners, Incorporators, Stockholders, Officers and
                     Directors of Issuer Exempt from Individual Liability...60
      Section 11.2 Provisions of Indenture for the Sole Benefit of
                     Parties and Holders of Securities......................60
      Section 11.3 Successors and Assigns of Issuer Bound by Indenture......60
      Section 11.4 Notices and Demands on Issuer, Trustee and Holders of
                     Securities.............................................60
      Section 11.5 Officers' Certificates and Opinions of Counsel;
                     Statements to Be Contained Therein.....................61
      Section 11.6 No Recourse Against Others...............................62
      Section 11.7 Payments Due on Saturdays, Sundays and Holidays..........62

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      Section 11.8 Conflict of Any Provision of Indenture with Trust
                     Indenture Act of 1939..................................62
      Section 11.9 GOVERNING LAW............................................62
      Section 11.10 Counterparts............................................63
      Section 11.11 Table of Contents; Headings.............................63


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EXHIBIT A   Form of the Initial Security
EXHIBIT B   Form of the Exchange Security
EXHIBIT C   Form of the Private Exchange Security


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                              CROSS-REFERENCE TABLE

<Table>
<Caption>

TIA                                                      Indenture
Section                                                  Section

<S>               <C>                                       <C>
310(a)(1)          ......................................   7.9
   (a)(2)          ......................................   7.9
   (a)(3)          ......................................   N.A.
   (a)(4)          ......................................   N.A.
   (a)(5)          ......................................   7.9
   (b)             ......................................   7.8; 7.10(a), (b) and (d)
   (c)             ......................................   N.A.
311(a)             ......................................   7.13
   (b)             ......................................   7.13
   (c)             ......................................   N.A.
312(a)             ......................................   3.7 and 3.8(a)
   (b)             ......................................   3.8(a) and (b)(i) and (ii)
   (c)             ......................................   3.8(c)
313(a)             ......................................   3.10(a)
   (b)(1)          ......................................   N.A.
   (b)(2)          ......................................   3.10
   (c)             ......................................   3.10
   (d)             ......................................   3.10(b)
314(a)             ......................................   3.9
   (b)             ......................................   N.A.
   (c)(1)          ......................................  11.5
   (c)(2)          ......................................  11.5
   (c)(3)          ......................................   N.A.
   (d)             ......................................   N.A.
   (e)             ......................................  11.5
   (f)             ......................................   N.A.
315(a)             ......................................   7.1
   (b)             ......................................   6.11
   (c)             ......................................   7.1
   (d)             ......................................   7.1
   (e)             ......................................   6.12
316(a)(last sentence)....................................  10.4
   (a)(1)          ......................................   6.9 and 6.10
   (a)(2)          ......................................   N.A.
   (b)             ......................................   6.7
317(a)             ......................................   6.2
   (b)             ......................................   3.5(a)
318(a)             ......................................  11.8
</Table>

     N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.


<Page>

            INDENTURE dated as of August 16, 2001, between Citizens
Communications Company, a Delaware corporation (the "ISSUER"), and The Chase
Manhattan Bank, a New York banking corporation, as Trustee.

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of (i) the Issuer's 6.375%
Senior Notes Due 2004; (ii) the Issuer's 7.625% Senior Notes Due 2008; (iii) the
Issuer's 9.00% Senior Notes Due 2031 issued on the date hereof (the "INITIAL
SECURITIES"); (iv) if and when issued, additional 6.375% Senior Notes Due 2004
of the Issuer, 7.625% Senior Notes Due 2008 of the Issuer and 9.00% Senior Notes
Due 2031 of the Issuer that may be offered from time to time subsequent to the
Issue Date (the "ADDITIONAL SECURITIES"); (v) if and when issued pursuant to a
Registered Exchange Offer from time to time for Initial Securities or any
Additional Securities as provided in the Exchange and Registration Rights
Agreement, dated August 16, 2001 (the "EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT"), the Issuer's 6.375% Senior Notes Due 2004, 7.625% Senior Notes Due
2008 and 9.00% Senior Notes Due 2031 (the "EXCHANGE NOTES"); and (vi) if and
when issued pursuant to a private exchange from time to time for Initial
Securities or any Additional Securities as provided in the Exchange and
Registration Rights Agreement, the Issuer's 6.375% Senior Notes Due 2004, 7.625%
Senior Notes Due 2008 and 9.00% Senior Notes Due 2031 (the "PRIVATE EXCHANGE
NOTES").

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.1 DEFINITIONS. For all purposes of this Indenture and of
any Indenture supplemental hereto, the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
herein or in any indenture supplemental hereto or unless the context otherwise
clearly requires).

            "Additional Securities" has the meaning ascribed to it in the second
introductory paragraph of 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 the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.

            "Agent Members" shall have the meaning set forth in Section 2.1(d).

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depositary that apply to such transfer.

            "Authenticating Agent" shall have the meaning set forth in Section
7.14.

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                                                                               2

            "Board of Directors" means, as to any Person, the board of directors
of such Person or any committee thereof duly authorized to act on its behalf.

            "Board Resolution" means, with respect to any Person, one or more
resolutions certified by the secretary or an assistant secretary of the Person
to have been duly adopted by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

            "Business Day" means, with respect to any Security, a day that (a)
in the Place of Payment (or in any of the Places of Payment, if more than one)
in which amounts are payable, as specified in the form of such Security, and (b)
in the city in which the Corporate Trust Office is located, is not a Saturday or
Sunday or a day on which banking institutions are authorized or required by law
or regulation to close.

            "Capital Lease Obligations" means indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles.
The amount of indebtedness will be the capitalized amount of the obligations
determined in accordance with generally accepted accounting principles
consistently applied.

            "Corporate Trust Office" means the office of the Trustee of a series
of Securities at which the trust created by this Indenture shall, at any
particular time, be principally administered, which office is, at the date as of
which this Indenture is dated, located at 450 West 33 Street, New York, New York
10001.

            "Covenant Defeasance" shall have the meaning set forth in Section
8.3.

            "Debt" means any debt for borrowed money (including the Securities),
capitalized lease obligations and purchase money obligations, or any guarantee
of such debt, in any such case that would appear on the consolidated balance
sheet of the Issuer as a liability.

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

            "Defaulted Interest" shall have the meaning set forth in Section
2.13.

            "Definitive Securities" means certificated Securities.

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

            "DTC" or "Depositary" means The Depository Trust Company, its
nominees and their respective successors and assigns, or such other depository
institution hereafter appointed by the Issuer.

            "Event of Default" means any event or condition specified in Section
6.1.

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

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                                                                               3


            "Exchange and Registration Rights Agreement" means (i) the Exchange
and Registration Rights Agreement dated the Issue Date among the initial
purchasers named therein and the Issuer, as the same may be amended,
supplemented or modified from time to time and (ii) any similar exchange and/or
registration rights agreement entered into with respect to any Additional
Securities, as any such agreement may be amended, supplemented or modified from
time to time.

            "Exchange Global Notes" shall have the meaning set forth in Section
2.1.

            "Exchange Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Fiscal Year" means the fiscal year of the Issuer, which as on the
date hereof ends on December 31.

            "Global Security" shall have the meaning set forth in Section 2.1.

            "Holder", "Securityholder" or other similar terms means in the case
of any Security, the Person in whose name such Security is registered in the
Note Register.

            "IAI" shall have the meaning set forth in Section 2.1.

            "Institutional Accredited Investor Global Note" shall have the
meaning set forth in Section 2.1.

            "Indenture" means this instrument as originally executed and
delivered and, if amended or supplemented as herein provided, as so amended or
supplemented or both, including, for all purposes this instrument and any such
supplement, respectively, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder.

            "Initial Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Issue Date" means the date on which the Initial Securities are
originally issued.

            "Issuer" means Citizens Communications Company or its successor.

            "Issuer Order" shall have the meaning set forth in Section 2.2.

            "Legal Defeasance" shall have the meaning set forth in Section 8.2.

            "Lien" means, with respect to any property or assets (including
capital stock), any mortgage or deed of trust, pledge, lien, hypothecation,
assignment, deposit arrangement, security interest, charge, easement or zoning
restriction that materially impairs usefulness or marketablility, encumbrance,
security arrangement, Capital Lease Obligation, conditional sale, any other
agreement that has the same economic effect with respect to such property or
assets (including capital stock) as any of the above, or any sale and leaseback
transaction.

<Page>
                                                                               4


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

            "Note Register" means the register of Securities, maintained by the
Registrar, pursuant to SECTION 2.3.

            "Officer" means the Chairman of the Board, any Vice Chairman of the
Board, the President, the Chief Financial Officer, any Senior Vice President,
any Vice President, the Treasurer or the Secretary of the Issuer.

            "Officers' Certificate" when used with respect to the Issuer, means
a certificate signed by the chairman of the Board of Directors, the president,
or any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5 if and to the extent required by the provisions of such Section
11.5.

            "Opinion of Counsel" means an opinion in writing signed by the chief
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel of the Issuer and who shall be reasonably acceptable to the Trustee.
Each such opinion shall include the statements provided in Section 11.5 if and
to the extent required by the provisions of such Section 11.5.

            "Original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Article VI.

            "Outstanding" when used with reference to Security, shall, subject
to the provisions of Section 10.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

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

                  (b) Securities, or portions thereof, for the payment or
redemption of which moneys or U.S. Government Obligations (as provided for in
Section 8.1) in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Issuer) or shall have been set
aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own paying agent ), provided that, if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

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                                                                               5


                  (c) Securities which shall have been paid or in substitution
for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.8 (except with respect to any such Security as to
which proof satisfactory to the Trustee is presented that such Security is held
by a Person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

            In determining whether the Holder of the requisite aggregate
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Article VI.

            "Paying Agent" shall have the meaning set forth in Section 2.3.

            "Permitted Liens" means:

                  (a) Liens securing indebtedness and other obligations under
the Issuer's senior bank financing and senior bank financing of its Restricted
Subsidiaries including guarantees of indebtedness and other obligations under
such senior bank financing up to 20% of the sum of total consolidated current
assets and net property, plant and equipment of the Issuer as shown on or
computed from the most recent quarterly or annual balance sheet filed by the
Issuer with the Securities and Exchange Commission;

                  (b) Liens existing at the date of this Indenture;

                  (c) Liens that secure debt that a Restricted Subsidiary owes
to the Issuer or to another Restricted Subsidiary;

                  (d) Liens on property (i) that secure the payment of the
purchase price of such property or (ii) to secure debt incurred for development
or improvement of such property; Liens on property, shares of stock or
indebtedness of any entity that exists when (i) the Issuer acquires the
property, (ii) it becomes a Restricted Subsidiary, (iii) is merged into or
consolidated with the Issuer or a Restricted Subsidiary, or (iii) the Issuer or
a Restricted Subsidiary acquires all or substantially all of the assets of the
entity, provided that no such Lien extends to any other property of the Issuer
or a Restricted Subsidiary; or Liens securing financings in amounts up to the
value of assets, businesses and properties acquired by the Issuer or any
Restricted Subsidiary after the date of this Indenture, or any lien upon any
property to secure all or part of the cost of construction thereof or to secured
debt incurred prior to, at the time of, or within twelve months after completion
of such construction or the commencement of full operations thereof (whichever
is later), to provide funds for such purpose;

                  (e) Liens on property to secure debt incurred for development
or improvement of such property;

                  (f) Liens securing (i) nondelinquent performance of bids or
contracts (exclusive of bids or contracts for borrowed money, obtaining of
advances or credit or the

<Page>
                                                                               6


securing of debt), (ii) contingent obligations on surety and appeal bonds and
(iii) other similar nondelinquent obligations, in each such case incurred in the
ordinary course of business;

                  (g) Liens securing Capital Lease Obligations, provided that
(i) any such Lien attaches to the property within 270 days after the acquisition
thereof and (ii) such Lien attaches solely to the property so acquired;

                  (h) Liens arising solely by virtue of any statutory or common
law provision relating to banker's Liens, rights of set-off or similar rights
and remedies as to deposit account or other funds, PROVIDED that such deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against the Issuer's access in excess of those set forth by
regulations promulgated by the Federal Reserve Board and such deposit account is
not intended by the Issuer to provide collateral to the depository institution;

                  (i) pledges or deposits under worker's compensation laws,
unemployment insurance laws or similar legislation;

                  (j) statutory and tax Liens for sums not yet due or delinquent
or which are being contested or appealed in good faith by appropriate
proceedings;

                  (k) Liens arising solely by operation of law and in the
ordinary course of business, such as mechanics', materialmen's, warehousemen's
and carriers' Liens and Liens of landlords or of mortgages of landlords on
fixtures and movable property located on premises leased in the ordinary course
of business;

                  (l) Liens on personal property (other than shares or debt of
Restricted Subsidiaries) securing loans maturing in not more than one year or on
accounts receivables in connection with a receivables financing program; and

                  (m) extensions, renewals or replacement of any of the Liens
described above, if limited to all or any part of the same property securing the
original Lien.

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as provided in Section 2.1(a) and
Section 2.3.

            "principal" of any Debt (including the Securities) means the
principal amount of such Debt plus the premium, if any, on such Debt.

            "Private Exchange Notes" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

            "Private Placement Legend" shall have the meaning set forth in
Section 2.1(c).

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                                                                               7


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

            "record date" shall have the meaning set forth in Section 2.13.

            "Redemption Date" means, with respect to any redemption of
Securities, the date of redemption with respect thereto.

            "Registered Exchange Offer" means the offer which may be made by the
Issuer pursuant to an Exchange and Registration Rights Agreement to exchange
Initial Securities or Additional Securities for Exchange Notes.

            "Registrar" shall have the meaning set forth in Section 2.3.

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

            "Regulation S Global Note" shall have the meaning set forth in
Section 2.1(a).

            "Regulation S Legend" shall have the meaning set forth in Section
2.1(c).

            "Resale Restriction Termination Date" shall have the meaning set
forth in Section 2.5(a).

            "Responsible Officer", when used with respect to the Trustee of a
series of Securities, means any officer of the Trustee with direct
responsibility for the administration of the trust created by this Indenture.

            "Restricted Period" means the 40 consecutive days beginning on and
including the later of (1) the day on which the Initial Securities are offered
to Persons other than distributors (as defined in Regulation S) and (2) the
Issue Date.

            "Restricted Securities Legend" means the Private Placement Legend
set forth in clause (1) of SECTION 2.1(C) or the Regulation S Legend set forth
in clause (2) of SECTION 2.1(C), as applicable.

            "Restricted Subsidiary" means, as of the date of this Indenture, all
Subsidiaries of the Issuer. The Board of Directors of the Issuer or a duly
authorized committee thereof may at any time re-designate a Restricted
Subsidiary to be an Unrestricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such re-designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof. Any
such designation or re-designation by the Board of Directors of the Issuer or a
committee thereof will be evidenced to the Trustee by the filing with the
Trustee of a certified copy of the resolution of the Board of Directors of the
Issuer or a committee thereof giving effect to such designation or
re-designation and an Officers' Certificate certifying that such designation or
re-designation complied with the foregoing condition. The designation of any
Subsidiary as an Unrestricted Subsidiary shall be deemed to include a
designation of all Subsidiaries of such designated Subsidiary as Unrestricted
Subsidiaries; PROVIDED, HOWEVER, that the ownership of the general partnership
interest (or a similar member's interest in a limited liability company) by an
Unrestricted Subsidiary shall not cause a Subsidiary of the Issuer of which more
than 95% of the

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                                                                               8


equity interest is held by the Issuer or one or more Restricted Subsidiaries to
be deemed an Unrestricted Subsidiary.

            "Rule 144A" means Rule 144A under the Securities Act.

            "Rule 144A Global Note" shall have the meaning set forth in Section
2.1(a).

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

            "Security" or "Securities" means the collective reference to the
Initial Securities, Additional Securities, Exchange Notes and Private Exchange
Notes.

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

            "Securities Custodian" means the custodian with respect to the
Global Security (as appointed by DTC), or any successor Person thereto and shall
initially be The Chase Manhattan Bank.

            "Series" shall mean the Issuer's 6.375% Senior Notes Due 2004; the
Issuer's 7.625% Senior Notes Due 2008 and/or the Issuer's 9.00% Senior Notes Due
2031, in any form of Global Security or in any other form.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay,
redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.

            "Subsidiary" means any corporation, limited liability company or
other business entity of which more than 50% of the total voting power of the
equity interests entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof or any
partnership of which more than 50% of the partners' equity interests
(considering all partners' equity interests as a single class) is, in each case,
at the time owned or controlled, directly or indirectly, by the Issuer, one or
more of the Subsidiaries of the Issuer, or combination thereof.

            "Successor" shall have the meaning set forth in Section 4.1.

            "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C.--77aaa-77bbbb), as amended by the Trust Indenture Reform Act of
1990, and as in force at the date as of which this Indenture is originally
executed.

            "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VII, shall also
include any successor trustee. "Trustee" shall also means or include each Person
who is then a trustee hereunder and, if at any time there

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                                                                               9


is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the trustee with respect to the Securities of such
series.

            "Trust Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant treasurer, trust officer or
any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

            "Unrestricted Subsidiary" means every Subsidiary of the Issuer that
is not a Restricted Subsidiary.

            "U.S. GAAP" means generally accepted accounting principles in the
United States as have been approved by a significant segment of the U.S.
accounting profession, which are in effect at the time of each application for
purposes of determining compliance with Article III. For the purposes of this
Indenture, the term "consolidated" with respect to any Person shall mean such
Person consolidated with its Subsidiaries

            "U.S. Government Obligations" means non-callable, non-payable bonds,
notes, bills or other similar obligations issued or guaranteed by the United
States government or any agency thereof, the full and timely payment of which
are backed by the full faith and credit of the United States.

            "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such Securities.

            SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

            This Indenture is subject to the mandatory provisions of the TIA
which are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:'

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

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                                                                              10


            All other TIA terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions (except as otherwise
expressly provided herein or in any indenture supplemental hereto or unless the
context clearly requires.)

            SECTION 1.3 RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

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

            (2) all accounting terms not otherwise defined have the meanings
      assigned to them in accordance with U.S. GAAP;

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

            (5) words in the singular include the plural and words in the plural
      include the singular; and

            (6) the principal amount of any noninterest bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with U.S. GAAP.

                                   ARTICLE II

                                 THE SECURITIES

            SECTION 2.1 FORM, DATING AND TERMS.

            (a) The Initial Securities and the Additional Securities shall be in
substantially the form set forth in EXHIBIT A hereto, which is hereby
incorporated by reference and made a part of this Indenture, the Exchange Notes
shall be in substantially the form set forth in EXHIBIT B hereto, which is
hereby incorporated by reference and made a part of this Indenture and the
Private Exchange Notes shall be in substantially the form set forth in EXHIBIT C
hereto, which is hereby incorporated by reference and made a part of this
Indenture.

            Initial Securities and Additional Securities offered and sold to
QIBs in the United States of America in reliance on Rule 144A will be issued
initially in the form of a permanent global Security, including appropriate
legends as set forth in SECTION 2.1(C) below (a "RULE 144A GLOBAL NOTE"),
deposited with the Securities Custodian, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. A Rule 144A Global Note
may be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of a Rule 144A Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Securities Custodian or its nominee, as hereinafter provided.

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                                                                              11


            Initial Securities and Additional Securities offered, sold and
resold outside the United States of America to Persons other than U.S. Persons
(as defined in Regulation S) in reliance on Regulation S will be issued
initially in the form of a permanent global Security, including appropriate
legends as set forth in SECTION 2.1(C) below (the "REGULATION S GLOBAL NOTE"),
deposited with the Securities Custodian, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. A Regulation S Global Note
may be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of a Regulation S Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Securities Custodian or its nominee, as hereinafter provided.

            Initial Securities or Additional Securities resold after an initial
resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in
reliance on Regulation S to institutional "accredited investors" (as defined in
Rules 501(a)(1), (2), (3) or (7) under the Securities Act) who are not QIBs
("IAIS") in the United States of America in accordance with the procedure
described herein will be initially issued in the form of a permanent global
Security (an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the
Securities Custodian, duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided. An Institutional Accredited Investor Global
Note may be represented by more than one certificate, if so required by DTC's
rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of an Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the records of the Securities Custodian or its nominee, as
hereinafter provided.

            Exchange Notes exchanged for interests in a Rule 144A Global Note, a
Regulation S Global Note or an Institutional Accredited Investor Note will be
issued initially in the form of a permanent global Security, deposited with the
Securities Custodian as hereinafter provided, including the appropriate legend
set forth in SECTION 2.1(C) below (an "EXCHANGE GLOBAL NOTE"). An Exchange
Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate.

            The Private Exchange Notes exchanged for interests in a Rule 144A
Global Note, a Regulation S Global Note or an Institutional Accredited Investor
Note will be issued initially in the form of a permanent global Security,
deposited with the Securities Custodian as hereinafter provided, including the
appropriate legend set forth in SECTION 2.1(C) below (a "PRIVATE EXCHANGE GLOBAL
NOTE"). A Private Exchange Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate.

            The Rule 144A Global Notes, the Regulation S Global Notes, the
Institutional Investor Global Notes, the Exchange Global Notes and the Private
Exchange Global Notes are sometimes collectively herein referred to as the
"GLOBAL SECURITIES."

            Except as described in the succeeding two sentences, the principal
of and interest on the Securities shall be payable at the office or agency of
the Issuer maintained for such purpose in The City of New York, or at such other
office or agency of the Issuer as may be

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                                                                              12


maintained for such purpose pursuant to SECTION 2.3; PROVIDED, HOWEVER, that, at
the option of the Issuer, each installment of interest may be paid by check
mailed to addresses of the Persons entitled thereto as such addresses shall
appear on the Note Register. Payments in respect of Securities represented by a
Global Security (including principal and interest) will be made by wire transfer
of immediately available funds to the accounts specified by DTC. Payments in
respect of Securities represented by Definitive Securities (including principal
and interest) held by a Holder of at least $1,000,000 aggregate principal amount
of Securities represented by Definitive Securities will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

            The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth in SECTION
2.1(C) below. The Issuer and the Trustee shall approve the forms of the
Securities and any notation, endorsement or legend on them. Each Security shall
be dated the date of its authentication. The terms of the Securities set forth
in EXHIBIT A, EXHIBIT B and EXHIBIT C are part of the terms of this Indenture
and, to the extent applicable, the Issuer and the Trustee, by their execution
and delivery of this Indenture, expressly agree to be bound by such terms.

            Notwithstanding anything to the contrary, there is no sinking fund.

                  (b) DENOMINATIONS. The Securities shall be issuable only in
fully registered form, without coupons, and only in denominations of $1,000 and
any integral multiple thereof.

                  (c) RESTRICTIVE LEGENDS. The following legends shall appear on
the face of all Global Securities and Definitive Securities issued under this
Indenture unless specifically stated otherwise in the applicable provisions of
this Indenture:

                  (i) Each Rule 144A Global Note, Institutional Accredited
      Investor Global Note and Private Exchange Global Note shall bear the
      following legend (the "PRIVATE PLACEMENT LEGEND") on the face thereof:

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

      THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES, ON ITS OWN
      BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
      NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER

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                                                                              13


      SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
      THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
      THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
      PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
      (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PROVIDED THAT
      PRIOR TO SUCH TRANSFER, THE TRANSFEROR FURNISHES TO THE COMPANY AND THE
      TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE
      PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND IN ACCORDANCE WITH
      REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
      TRUSTEE), (E) INSIDE THE UNITED STATES, TO AN INSTITUTIONAL "ACCREDITED
      INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
      SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE
      ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
      MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH
      A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
      VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER,
      FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN
      REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
      THIS NOTE (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
      TRUSTEE), OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
      AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
      TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
      COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
      THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
      RESALE RESTRICTION TERMINATION DATE."

                  (ii) Each Regulation S Global Note shall bear the following
      legend (the "REGULATION S LEGEND") on the face thereof:

      "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES OR TO OR FOR

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                                                                              14


      THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE
      FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
      THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A
      U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"),
      AND (2) BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
      TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
      DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
      AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
      THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
      PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
      (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S, PROVIDED THAT PRIOR TO SUCH TRANSFER,
      THE TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE
      CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING
      EFFECTED PURSUANT TO AND IN ACCORDANCE WITH REGULATION S (THE FORM OF
      WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), (E) INSIDE THE UNITED
      STATES, TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
      RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
      THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
      ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
      PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
      WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
      VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER,
      FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN
      REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
      THIS NOTE (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
      TRUSTEE), OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
      AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
      TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
      COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
      THEM. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON

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                                                                              15


      AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE NOTES ARE OFFERED TO
      PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE
      DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
      "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                  (iii) The Global Securities shall bear the following legend on
      the face thereof:

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

      THIS NOTE IS HELD BY DTC OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE SECURITIES CUSTODIAN MAY MAKE SUCH
      NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.1 OF THE
      INDENTURE, (II) THIS NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
      PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (III) THIS NOTE MAY BE
      TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
      THE COMPANY.

            (d) BOOK-ENTRY PROVISIONS.

                  (i) This SECTION 2.1(D) shall apply only to Global Securities
      deposited with the Securities Custodian.

                  (ii) Each Global Security initially shall (x) be registered in
      the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as
      custodian for DTC and (z) bear legends as set forth in SECTION 2.1(C).

                  (iii) Members of, or participants in, DTC ("AGENT MEMBERS")
      shall have no rights under this Indenture with respect to any Global
      Security held on their behalf by DTC or by the Trustee as the custodian of
      DTC or under such Global Security, and DTC may be treated by the Issuer,
      the Trustee and any agent of the Issuer or the Trustee as the absolute
      owner of such Global Security for all purposes whatsoever.

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                                                                              16


      Notwithstanding the foregoing, nothing herein shall prevent the Issuer,
      the Trustee or any agent of the Issuer or the Trustee from giving effect
      to any written certification, proxy or other authorization furnished by
      DTC or impair, as between DTC and its Agent Members, the operation of
      customary practices of DTC governing the exercise of the rights of a
      Holder of a beneficial interest in any Global Security.

                  (iv) Beneficial interests in any Global Note may be
      transferred to persons who take delivery thereof in the form of a
      beneficial interest in a Global Note. No written orders or instructions
      shall be required to be delivered to the Registrar to register the
      transfers described in this SECTION 2.1(D)(IV).

                  (v) In connection with all transfers and exchanges of
      beneficial interests that are not subject to SECTION 2.1(D) (IV) above,
      the transferor of such beneficial interest must deliver to the Depositary
      either (1) (A) a written order from a participant or an indirect
      participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to credit or cause to be credited a
      beneficial interest in the Global Note, or in another Global Note in the
      case of an exchange, in an amount equal to the beneficial interest to be
      transferred or exchanged and (B) instructions given in accordance with the
      Applicable Procedures containing information regarding the participant
      account to be credited with such increase or (2) (A) a written order from
      a participant or an indirect participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (B) instructions given by the
      Depositary to the Registrar containing information regarding the person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (A) above. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in the Indenture and the Notes or otherwise applicable
      under the Securities Act, the Custodian shall adjust the principal amount
      of the relevant Global Note(s) pursuant to Section 2.1(f) hereof. The
      registered Holder of a Global Security may grant proxies and otherwise
      authorize any person, including Agent Members and persons that may hold
      interests through Agent Members, to take any action which a Holder is
      entitled to take under this Indenture or the Securities.

                  (e)   DEFINITIVE SECURITIES.

                  (i) Except as provided below, owners of beneficial interests
      in Global Securities will not be entitled to receive Definitive
      Securities. If required to do so pursuant to any applicable law or
      regulation, beneficial owners may obtain Definitive Securities in exchange
      for their beneficial interests in a Global Security upon written request
      in accordance with DTC's and the Registrar's procedures. In addition,
      Definitive Securities shall be transferred to all beneficial owners in
      exchange for their beneficial interests in a Global Security if (a) DTC
      notifies the Issuer that it is unwilling or unable to continue as
      depositary for such Global Security or DTC ceases to be a clearing agency
      registered under the Exchange Act, at a time when DTC is required to be so
      registered in order to act as depositary, and in each case a successor
      depositary is not appointed by the Issuer within 90 days of such notice,
      (b) the Issuer executes and delivers to the Trustee

<Page>
                                                                              17


      and Registrar an Officers' Certificate stating that such Global Security
      shall be so exchangeable or (c) an Event of Default has occurred and is
      continuing.

                  (ii) Any Definitive Security delivered in exchange for an
      interest in a Global Security pursuant to SECTION 2.1(D)(IV) or (V) shall,
      except as otherwise provided by SECTION 2.5(C), bear the applicable legend
      regarding transfer restrictions applicable to the Definitive Security set
      forth in SECTION 2.1(C).

                  (f)   Cancellation and/or Adjustments of Global Notes.

            At such time as all beneficial interests in a particular Global Note
      have been exchanged for Definitive Notes or a particular Global Note has
      been redeemed, repurchased or canceled in whole and not in part, each such
      Global Note shall be returned to or retained and canceled by the Trustee
      in accordance with Section 2.12 of the Indenture. At any time prior to
      such cancellation, if any beneficial interest in a Global Note is
      exchanged for or transferred to a person who will take delivery thereof in
      the form of a beneficial interest in another Global Note or for Definitive
      Notes, the principal amount of Notes represented by such Global Note shall
      be reduced accordingly and an endorsement shall be made on such Global
      Note by the Trustee or by the Securities Custodian at the direction of the
      Trustee to reflect such reduction; and if the beneficial interest is being
      exchanged for or transferred to a person who will take delivery thereof in
      the form of a beneficial interest in another Global Note, such other
      Global Note shall be increased accordingly and an endorsement shall be
      made on such Global Note by the Trustee or by the Securities Custodian at
      the direction of the Trustee to reflect such increase.

            SECTION 2.2 EXECUTION AND AUTHENTICATION. One Officer shall sign the
Securities for the Issuer by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.

            A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture. A Security shall be dated
the date of its authentication.

            At any time and from time to time after the execution and delivery
of this Indenture, the Trustee shall authenticate and make available for
delivery: (1) Initial Securities for original issue on the Issue Date initially
in an aggregate principal amount of $1,750,000,000, (2) if and when issued, the
Additional Securities, (3) Exchange Notes for issue pursuant to the Exchange and
Registration Rights Agreement in exchange for Initial Securities or Additional
Securities of an equal principal amount and (4) Private Exchange Notes for issue
pursuant to the Exchange and Registration Rights Agreement in exchange for
Initial Securities or Additional Securities in each case upon a written order of
the Issuer signed by an Officer of the Issuer (the "ISSUER ORDER"). Such Issuer
Order shall specify the amount of each such series of Securities to be
authenticated and the date on which the original issue of such Securities is to
be authenticated and whether the Securities are to be Initial Securities,
Additional Securities, Exchange Notes or

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                                                                              18


Private Exchange Notes. The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is limited to $1,750,000,000
principal amount of Initial Securities and such additional principal amount of
Additional Securities as may be authorized from time to time by resolution
adopted by the Company's Board of Directors, except for Securities authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu
of, other Securities pursuant to SECTION 2.5, SECTION 2.8, SECTION 2.10, SECTION
5.2 and SECTION 9.5 and except for Exchange Notes and Private Exchange Notes.
All Securities of each maturity issued on the Issue Date and all Additional
Securities of each such Security shall be identical in all respects other than
issue dates, the date from which interest accrues and any changes relating
thereto. Notwithstanding anything to the contrary contained in this Indenture,
the Holders of all Securities of the same maturity issued under this Indenture
shall vote and consent together on all matters as one class.

            SECTION 2.3 REGISTRAR AND PAYING AGENT. The Issuer shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Issuer shall cause each of
the Registrar and the Paying Agent to maintain an office or agency in the
Borough of Manhattan, The City of New York. The Registrar shall keep a register
of the Securities and of their transfer and exchange (the "Note Register"). The
Issuer may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

            The Issuer shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Issuer shall notify
the Trustee of the name and address of each such agent. If the Issuer fails to
maintain a Registrar or Paying Agent, the Trustee upon receipt of an Issuer
Order to such effect shall act as such and shall be entitled to appropriate
compensation therefor pursuant to SECTION 7.6. The Issuer or any of its
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.

            The Issuer initially appoints DTC to act as depository with respect
to the Global Securities. The Trustee is authorized to enter into a letter of
representations with DTC in the form provided to the Trustee by the Issuer and
to act in accordance with such letter.

            The Issuer initially appoints the Trustee as Registrar and Paying
Agent for the Securities.

            SECTION 2.4 SECURITYHOLDER 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 Securityholders and shall otherwise comply with
TIA ss. 312(a). If the Trustee is not the Registrar, or to the extent otherwise
required under the TIA, the Issuer shall furnish to the Trustee, in writing at
least seven Business Days before each interest payment date 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
Securityholders and the Issuer shall otherwise comply with TIA ss.312(a).

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                                                                              19


            SECTION 2.5 TRANSFER AND EXCHANGE. (a) The following provisions
shall apply with respect to any proposed transfer of a beneficial interest in a
Rule 144A Global Note or in an Institutional Accredited Investor Global Note or
any Definitive Security issued in exchange therefor prior to the date which is
two years after the later of the date of its original issue and the last date on
which the Issuer or any Affiliate of the Issuer was the owner of such Securities
(or any predecessor thereto) (the "Resale Restriction Termination Date"):

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

                  (ii) a transfer thereof to an IAI shall be made upon receipt
      by the Trustee or its agent of a certificate substantially in the form set
      forth in SECTION 2.6 from the proposed transferee and, if requested by the
      Issuer or the Trustee, the delivery of an opinion of counsel,
      certification and/or other information satisfactory to each of them; and

                  (iii) a transfer thereof to a Non-U.S. Person in reliance on
      Regulation S shall be made upon receipt by the Trustee or its agent of a
      certificate substantially in the form set forth in SECTION 2.7 from the
      proposed transferee and, if requested by the Issuer or the Trustee, the
      delivery of an Opinion of Counsel, certification and/or other information
      satisfactory to each of them.

                  (b) The following provisions shall apply with respect to any
proposed transfer of a beneficial interest in a Regulation S Global Note or any
Definitive Securities issued in exchange therefor prior to the expiration of the
Restricted Period:

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

                  (ii) a transfer thereof to an IAI shall be made upon receipt
      by the Trustee or its agent of a certificate substantially in the form set
      forth in SECTION 2.6 from

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                                                                              20


      the proposed transferee and, if requested by the Issuer or the Trustee,
      the delivery of an opinion of counsel, certification and/or other
      information satisfactory to each of them; and

                  (iii) a transfer thereof to a Non-U.S. Person in reliance on
      Regulation S shall be made upon receipt by the Trustee or its agent of a
      certificate substantially in the form set forth in SECTION 2.7 hereof from
      the proposed transferee and, if requested by the Issuer or the Trustee,
      receipt by the Trustee or its agent of an Opinion of Counsel,
      certification and/or other information satisfactory to each of them.

            After the expiration of the Restricted Period, beneficial interests
in the Regulation S Global Note or Definitive Securities issued in exchange
therefor may be transferred without requiring the certification set forth in
SECTION 2.6 or SECTION 2.7 or any additional certification.

                  (c) RESTRICTED SECURITIES LEGEND. Upon the transfer, exchange
or replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless such Securities are Exchange Notes
issued in a Registered Exchange Offer or are otherwise sold under an effective
registration statement under the Securities Act or there is delivered to the
Registrar an Opinion of Counsel to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.

                  (d) The Registrar shall retain copies of all letters, notices
and other written communications received pursuant to SECTION 2.1 or this
SECTION 2.5. The Issuer shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable prior written notice to the Registrar.

            (e) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
SECURITIES.

                  (i) To permit registrations of transfers and exchanges, the
      Issuer shall, subject to the other terms and conditions of this ARTICLE
      II, execute, and the Trustee shall authenticate, Definitive Securities and
      Global Securities at the Registrar's or co-registrar's request.

                  (ii) No service charge shall be made to a Holder for any
      registration of transfer or exchange, but the Issuer may require from a
      Holder payment of a sum sufficient to cover any transfer tax, assessments
      or similar governmental charge payable in connection therewith (other than
      any such transfer taxes, assessments or similar governmental charges
      payable upon exchange or transfer pursuant to SECTION 2.5).

                  (iii) The Registrar or co-registrar shall not be required (A)
      to issue, to register the transfer of or to exchange any Security during a
      period beginning at the opening of 15 days before the day of any selection
      of Securities for redemption and ending at the close of business on the
      day of selection, (B) to register the transfer of or to exchange any
      Security so selected for redemption in whole or in part, except the

<Page>
                                                                              21


      unredeemed portion of any Security being redeemed in part, or (C) to
      register the transfer of or to exchange a Security between a record date
      and the next succeeding interest payment date.

                  (iv) Prior to the due presentation for registration of
      transfer of any Security, the Issuer, the Trustee, the Paying Agent, the
      Registrar or any co-registrar may deem and treat the person in whose name
      a Security is registered as the absolute owner of such Security for the
      purpose of receiving payment of principal of and interest on such Security
      and for all other purposes whatsoever, whether or not such Security is
      overdue, and none of the Issuer, the Trustee, the Paying Agent, the
      Registrar or any co-registrar shall be affected by notice to the contrary.

                  (v) Any Definitive Security delivered in exchange for an
      interest in a Global Security pursuant to SECTION 2.1(D) shall, except as
      otherwise provided by SECTION 2.5(C), bear the applicable legend regarding
      transfer restrictions applicable to the Definitive Security set forth in
      SECTION 2.1(C).

                  (vi) All Securities issued upon any transfer or exchange
      pursuant to the terms of this Indenture shall evidence the same debt and
      shall be entitled to the same benefits under this Indenture as the
      Securities surrendered upon such transfer or exchange.

                  (f) NO OBLIGATION OF THE TRUSTEE.

                  (i) The Trustee shall have no responsibility or obligation to
      any beneficial owner of a Global Security, a member of, or a participant
      in, DTC or other Person with respect to the accuracy of the records of DTC
      or its nominee or of any participant or member thereof, with respect to
      any ownership interest in the Securities or with respect to the delivery
      to any participant, member, beneficial owner or other Person (other than
      DTC) of any notice (including any notice of redemption) or the payment of
      any amount or delivery of any Securities (or other security or property)
      under or with respect to such Securities. All notices and communications
      to be given to the Holders and all payments to be made to Holders in
      respect of the Securities shall be given or made only to or upon the order
      of the registered Holders (which shall be DTC or its nominee in the case
      of a Global Security). The rights of beneficial owners in any Global
      Security shall be exercised only through DTC subject to the applicable
      rules and procedures of DTC. The Trustee may rely and shall be fully
      protected in relying upon information furnished by DTC with respect to its
      members, participants and any beneficial owners.

                  (ii) 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 Security (including any transfers between
      or among DTC participants, members or beneficial owners in any Global
      Security) 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

<Page>
                                                                              22


      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.

            SECTION 2.6 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS.

                                                      [Date]

Citizens Communications Company
c/o The Chase Manhattan Bank
450 West 33rd Street
New York, New York  10001
Attention:  Institutional Trust Services

Ladies and Gentlemen:

            This certificate is delivered to request a transfer of $_________
principal amount of the ___% Senior Notes Due 20__ (the "Notes") of Citizens
Communications Company (the "Issuer").

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

            Name: ___________________________________

            Address: ________________________________

            Taxpayer ID Number: _____________________

            The undersigned represents and warrants to you that:

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

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

<Page>
                                                                              23


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

                                          TRANSFEREE:______________________

                                          BY:________________________________

            SECTION 2.7 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S.

                                                      [Date]

Citizens Communications Company
c/o The Chase Manhattan Bank
450 West 33rd Street
New York, New York  10001
Attention:  Institutional Trust Services

            Re:   Citizens Communications Company
                  % Senior Notes Due 20 (the "Securities")
                  ----------------------------------------

Ladies and Gentlemen:

            In connection with our proposed sale of $________ aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with

<Page>
                                                                              24


Regulation S under the United States Securities Act of 1933, as amended (the
"SECURITIES ACT"), and, accordingly, we represent that:

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

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

                  (c) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
of Regulation S, as applicable; and

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

            In addition, if the sale is made during a distribution compliance
period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S
are applicable thereto, we confirm that such sale has been made in accordance
with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case
may be.

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

            Very truly yours,

            [Name of Transferor]


            By:____________________________

            _______________________________
                  Authorized Signature

            SECTION 2.8 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Issuer shall issue if the requirements of Section 8-405 of the Uniform
Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee, and the Trustee shall authenticate a replacement
Security. If required by the Trustee or the Issuer, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Issuer and the Trustee to
protect the Issuer, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced, and, in the absence of notice to the Issuer or the Trustee that such
Security has been

<Page>
                                                                              25


acquired by a bona fide purchaser, the Issuer shall execute and upon Issuer
Order the Trustee shall authenticate and make available for delivery, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

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

            Upon the issuance of any new Security under this Section, the Issuer
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) in connection
therewith.

            Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer and any other obligor upon the
Securities, whether or not the mutilated, destroyed, lost or stolen Security
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
Securities duly issued hereunder.

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

            SECTION 2.9 OUTSTANDING SECURITIES. Securities deemed outstanding at
any time shall be all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security ceases to be outstanding in the
event the Issuer or a Subsidiary holds the Security, PROVIDED, HOWEVER, that (i)
for purposes of determining which are outstanding for consent or voting purposes
hereunder, Securities shall cease to be outstanding in the event the Issuer or
an Affiliate of the Issuer holds the Security and (ii) in determining whether
the Trustee shall be protected in making a determination whether the Holders of
the requisite principal amount of outstanding Securities are present at a
meeting of Holders of Securities for quorum purposes or have consented to or
voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, or relying upon any such
quorum, consent or vote, only Securities which a Trust Officer of the Trustee
actually knows to be held by the Issuer or an Affiliate of the Issuer shall not
be considered outstanding.

            If a Security is replaced pursuant to SECTION 2.8, it ceases to be
outstanding unless the Trustee and the Issuer receive proof satisfactory to them
that the replaced Security is held by a bona fide purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a Redemption Date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to

<Page>
                                                                              26


the Securityholders on that date pursuant to the terms of this Indenture, then
on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

            SECTION 2.10 TEMPORARY SECURITIES. Until Definitive Securities are
ready for delivery, the Issuer may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Issuer considers
appropriate for temporary Securities (but which shall not affect the rights,
duties or liabilities of the Trustee). Without unreasonable delay, the Issuer
shall prepare and the Trustee shall authenticate Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Issuer for that purpose and
such exchange shall be without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Issuer shall execute,
and the Trustee shall authenticate and make available for delivery in exchange
therefor, one or more Definitive Securities representing an equal principal
amount of Securities. Until so exchanged, the Holder of temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as a
holder of Definitive Securities.

            SECTION 2.11 [INTENTIONALLY LEFT BLANK]

            SECTION 2.12 CANCELLATION. The Issuer at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
return to the Issuer all Securities surrendered for registration of transfer,
exchange, payment or cancellation. The Issuer may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a transfer or exchange.

            SECTION 2.13 PAYMENT OF INTEREST; DEFAULTED INTEREST. The Person in
whose name any Security of any series is registered at the close of business on
any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any,
payable on such interest payment date notwithstanding any transfer or exchange
of such Security subsequent to the record date and prior to such interest
payment date, except if and to the extent the Issuer shall default in the
payment of the interest due on such interest payment date for such series
("Defaulted Interest"), in which case such Defaulted Interest shall be paid to
the Persons in whose names Outstanding Securities for such series are registered
(a) at the close of business on a subsequent record date (which shall be not
less than five Business Days prior to the date of payment of such Defaulted
Interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Securities not less than 15 days preceding such subsequent record
date or (b) as determined by such other procedure as is mutually acceptable to
the Issuer and the Trustee. The term "record date" as used with respect to any
interest payment date (except a date for payment of Defaulted Interest) for the
Securities of any series shall mean the date specified as such in the terms of
the Securities, if no such date is so established, if such interest payment date
is the first day of a calendar month, the fifteenth day of the next preceding
calendar month or, if such interest payment date is the fifteenth day of a

<Page>
                                                                              27


calendar month, the first day or such calendar month, whether or not such record
date is a Business Day.

            SECTION 2.14 COMPUTATION OF INTEREST. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

            SECTION 2.15 CUSIP AND ISIN NUMBERS. The Issuer in issuing the
Securities may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if
so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as
a convenience to Holders; PROVIDED, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such CUSIP or ISIN numbers. The Issuer shall promptly notify the
Trustee of any change in the CUSIP and ISIN numbers.

                                   ARTICLE III

                                    COVENANTS

            SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest, if any, on each of the Securities
at the place, at the respective times and in the manner provided in the
Securities.

            SECTION 3.2 OFFICES FOR NOTICES AND PAYMENTS, ETC. So long as any of
the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment,
an office or agency where the Securities may be presented for registration of
transfer and for exchange as provided in this Indenture, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as Registrar and
Paying Agent and as the agent upon whom notices and demands may be served with
respect to the Securities.

            SECTION 3.3 NO INTEREST EXTENSION. In order to prevent any
accumulation of claims for interest after maturity thereof, the Issuer will not
directly or indirectly extend or consent to the extension of the time for the
payment of any claim for interest on any of the Securities and will not directly
or indirectly be a party to or approve any such arrangement by the purchase or
funding of said claims or in any other manner; provided, however, that this
Section 3.3 shall not apply in any case where an extension shall be made
pursuant to a plan proposed by the Issuer to the Holders of all Securities then
Outstanding.

<Page>
                                                                              28


            SECTION 3.4 APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

            SECTION 3.5 PROVISION AS TO PAYING AGENT.

                  (a) If the Issuer shall appoint a paying agent other than the
Trustee, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such paying agent shall agree with the Trustee, subject
to the provisions of this SECTION 3.5,

            (1) that it will hold all sums held by it as such paying agent for
      the payment of the principal of or interest, if any, on the Securities
      (whether such sums have been paid to it by the Issuer or by any other
      obligor on the Securities) in trust for the benefit of the Holders of the
      Securities and the Trustee; and

            (2) that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities) to make any payment of
      the principal of, premium, if any, or interest, if any, on the Securities
      when the same shall be due and payable; and

            (3) that it will, at any time during the continuance of any such
      failure, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held in trust by such paying agent.

                  (b) If the Issuer shall act as its own Paying Agent, it will,
on or before each due date of the principal of or interest, if any, on the
Securities, set aside, segregate and hold in trust for the benefit of the
Holders of the Securities a sum sufficient to pay such principal, premium, if
any, or interest, if any, so becoming due and will notify the Trustee of any
failure to take such action and of any failure by the Issuer (or by any other
obligor under the Securities) to make any payment of the principal of, premium,
if any, or interest, if any, on the Securities when the same shall become due
and payable.

                  (c) Anything in this SECTION 3.5 to the contrary
notwithstanding, the Issuer may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any Paying
Agent hereunder, as required by this SECTION 3.5, such sums to be held by the
Trustee upon the trusts herein contained.

                  (d) Anything in this SECTION 3.5 to the contrary
notwithstanding, any agreement of the Trustee or any Paying Agent to hold sums
in trust as provided in this SECTION 3.5 is subject to SECTIONS 8.3 and 8.4.

                  (e) Whenever the Issuer shall have one or more Paying Agents,
it will, on or before each due date of the principal of or interest, if any, on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal, premium, if any, or interest, if any, so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Issuer will promptly notify the Trustee of its action or failure so
to act.

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                                                                              29


            SECTION 3.6 LIMITATION ON LIENS. The Issuer will not and will not
cause or permit any Restricted Subsidiary to, create, incur, assume or suffer to
exist any Liens, other than Permitted Liens, on any of its property or assets
(which includes capital stock), unless contemporaneously therewith or prior
thereto all payments due under the Indenture and the Securities are secured on
an equal and ratable basis with the obligation or liability so secured until
such time as such obligation or liability is no longer secured by a Lien. This
Section 3.6 will not apply to secured debt that the Issuer or its Restricted
Subsidiaries may issue, assume or guarantee or permit to exist up to 10% of the
value of the consolidated total assets of the Issuer as shown on or computed
from the most recent quarterly or annual balance sheet filed by the Issuer with
the SEC.

            SECTION 3.7 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as to the Trustee may reasonably require of the
names and addresses of the Holders of the Registered Securities of each series:

                  (a) semiannually and not more than 15 days after each February
1 and August 1; and

                  (b) at such other times as the Trustee may request in writing,
within 15 days after receipt by the Issuer of any such request, PROVIDED that if
and so long as the Trustee shall be the registrar for such series, such list
shall not be required to be furnished.

            SECTION 3.8 PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS.

                  (a) The Trustee shall preserve, in as current a form as in
reasonably practicable, all information as to the names and addresses of the
Holders of such series of Securities (i) contained in the most recent list
furnished to it as provided in Section 3.7, and (ii) received by it in the
capacity of Registrar or Paying Agent for such series, if so acting. The Trustee
may destroy any list furnished to it as provided in Section 3.7 upon receipt of
a new list so furnished.

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

            (i) afford to such applicants access to the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 3.8; or

            (ii) inform such applicants as to the approximate number of Holders
of Securities of such series or of all Securities, as the case may be, whose
names and addresses

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                                                                              30


appear in the information preserved at the time by the Trustee, in accordance
with the provisions of subsection (a) of this Section 3.8, and as to the
approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

        If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 3.8 a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the SEC, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the SEC, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one
or more of such objections, the SEC shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

                  (c) Each and every Holder of Securities, by receiving and
holding the same, agrees with the Issuer and the Trustee that neither the Issuer
nor the Trustee nor any agent of the Issuer or the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section 3.8, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under such subsection
(b).

            SECTION 3.9 REPORTS BY THE ISSUER. The Issuer covenants:

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

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                                                                              31


                  (b) to file with the Trustee and the SEC, in accordance with
rules and regulations prescribed from time to time by the SEC, such additional
information, documents and reports with respect to compliance by the Issuer with
the conditions and covenants provided for in this Indenture as may be required
from time to time by such rules and regulations;

                  (c) to transmit by mail to the Holders of Securities within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 3.10 such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 3.9 as may be required to be transmitted to such Holders by the
rules and regulations prescribed from time to time by the SEC; and

                  (d) to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

            SECTION 3.10 REPORTS BY THE TRUSTEE. (a) The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the TIA at the times and in the manner
provided pursuant thereto. To the extent that any such report is required by the
TIA with respect to any 12 month period, such report shall cover the 12 month
period ending May 15 and shall be transmitted by the next succeeding July 15.

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

                                   ARTICLE IV

                                SUCCESSOR ISSUER

            SECTION 4.1 LIMITATIONS ON MERGERS, CONSOLIDATIONS AND SALES OF
ASSETS. The Issuer will not consolidate or merge with or into, or sell, lease,
convey or otherwise dispose of all or substantially all of its assets
(including, without limitation, by way of liquidation or dissolution), in any
one transaction or in a series of related transactions, to any other corporation
(in each case other than in a transaction in which the Issuer is the survivor of
a consolidation or merger, or the transferee in a sale, lease, conveyance or
other disposition) unless:

      (1) the entity formed by or surviving such consolidation or merger (if
other than the Issuer), or to which such sale, lease, conveyance or other
disposition will be made (collectively, the "SUCCESSOR"), is a corporation,
limited liability company or other legal entity organized and existing under the
laws of the United States or any state thereof or the District of Columbia, and
the Successor expressly assumes by supplemental indenture in a form reasonably
satisfactory to the Trustee all of the obligations of the Issuer under the
Securities and the Indenture, and

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                                                                              32


      (2) immediately after giving effect to such transaction or series of
related transactions, no Default or Event of Default has occurred and is
continuing.

        The foregoing provisions shall not apply to the disposition by the
Issuer of any or all of the assets that are identified in the Issuer's June 30,
2001 financial statements as discontinued operations or assets held for sale or
the disposition of Electric Lightwave, Inc.

                                   ARTICLE V

                            REDEMPTION OF SECURITIES

            SECTION 5.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Securities of any series that are redeemable before
their maturity.

            SECTION 5.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear in the
Note Register. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

      The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price and how
it will be determined, (iv) the place or places of payment, (v) the CUSIP number
relating to such Securities, (vi) that payment will be made upon presentation
and surrender of such Securities, (vii) whether interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) accrued to
the date fixed for redemption will be paid as specified in such notice and
(viii) whether on and after said date interest, if any, (or, in the case of
Original Issue Discount Securities, original issue discount) thereon or on the
portions thereof to be redeemed will cease to accrue. In case any Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

      The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

      On or before the redemption date specified in the notice of redemption
given as provided in this SECTION 5.2, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in SECTION 3.5) an
amount of money sufficient to redeem on the redemption date all the Securities

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                                                                              33


of such series so called for redemption at the appropriate redemption price,
together with accrued interest, if any, to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice period shall be satisfactory to the Trustee)
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers' Certificate stating that such restriction has been
complied with.

      If less than all the Securities of a series are to be redeemed, the
Trustee, within 10 Business Days after the Issuer gives written notice to the
Trustee that such redemption is to occur, shall select, in such manner as it
shall deem appropriate and fair, Securities of such series to be redeemed.
Notice of the redemption shall be given only after such selection has been made.
Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee
shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

            SECTION 5.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice
of redemption has been given as provided by this Article V, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest, if any accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest, if
any, accrued to said date) interest, if any (or, in the case of Original Issue
Discount Securities, original issue discount), on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities
shall cease from and after the date fixed for redemption except as provided in
Sections 7.5 and 8.4, to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest, if any, to the date fixed for redemption. On presentation and
surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest, if any,
accrued thereon to the date fixed for redemption; provided that payment of
interest, if any, becoming due on or prior to the date fixed for redemption
shall be payable to the Holders of Securities registered as such on the relevant
record date subject to the terms and provisions of SECTION 2.13 hereof.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the redemption price shall, until paid or duly provided
for, bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

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                                                                              34


      Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Issuer, a new Security or Securities of
such series, and of like tenor, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

            SECTION 5.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer, or (b) a Person specifically identified in such written statement as an
Affiliate of the Issuer.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

            SECTION 6.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT"Event of Default" with respect to Securities of any series,
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the form of Security, for such series and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (a) default in the payment of any installment of interest upon
any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 60 days; PROVIDED that
a valid extension of an interest payment period by the Issuer in accordance with
the terms of such Securities shall not constitute a failure to pay interest; or

                  (b) default in the payment of all or any part of the principal
or premium (if any) on any of the Securities of such series as and when the same
shall become due and payable either at maturity, upon any redemption, by
declaration or otherwise; or

                  (c) default in the payment of any sinking fund installment as
and when the same shall become due and payable by the terms of the Securities of
such series; or

                  (d) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the Issuer in
the Securities of such series or contained in this Indenture (other than a
covenant or agreement included in this Indenture solely for the benefit of a
series of Securities other than such series) for a period of 90 days after the
date on which written notice continued specifying such failure, stating that
such notice is a "Notice of Default" hereunder and demanding that the Issuer
remedy the same, shall have been given by registered or certified mail, return
receipt requested, to the Issuer by the Trustee, or to

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                                                                              35


the Issuer and the Trustee by the holders of at least 25% in aggregate principal
amount of the Outstanding Securities of the series to which such covenant or
agreement relates; or

                  (e) without the consent of the Issuer a court having
jurisdiction in the premises shall enter a decree or order for relief in respect
of the Issuer in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer for any substantial part of its or their property or ordering the
winding up or liquidation of its or their affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or

                  (f) the Issuer shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or for any substantial part of its or their property, or
make any general assignment for the benefit of creditors; or

                  (g) any other Event of Default provided in a supplemental
indenture.

      If an Event of Default described in clause (a), (b) or (c) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

      Except as otherwise provided in the terms of any series of Securities
pursuant to SECTION 2.1, if an Event of Default described in clause (d) or (g)
above with respect to all series of the Securities then Outstanding, occurs and
is continuing for a period of 60 days after the notice of the Event of Default,
then, and in each and every such case, unless the Principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of all of the
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all of the Securities then
Outstanding, and the interest accrued thereon, if any, to be due and payable
immediately, and upon such declaration, the same shall become immediately due
and payable. If an Event of Default described in clause (e) or (f) above occurs
and is continuing, then the principal amount of all the Securities then
Outstanding, and the interest accrued thereon, if any, shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

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                                                                              36


      If an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Securities then Outstanding, then, and in each and every such case, except for
any series of Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

      The foregoing provisions are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,

      (A) the Issuer shall pay or shall deposit with the Trustee a sum
          sufficient to pay

            (i) all matured installments of interest upon all the Securities of
            such series (or all the Securities, as the case may be); and

            (ii) the principal of any and all Securities of such series (or of
            all the Securities, as the case may be) which shall have become due
            otherwise than by acceleration; and

            (iii) interest upon such principal and, to the extent that payment
            of such interest is enforceable under applicable law, on overdue
            installments of interest, at the same rate as the rate of interest
            or Yield to Maturity (in the case of Original Issue Discount
            Securities) specified in the Securities of such series (or at the
            respective rates of interest or Yields to Maturity of all the
            Securities, as the case may be) to the date of such payment or
            deposit; and

            (iv) all amounts payable to the Trustee pursuant to SECTION 7.6.

      (B) all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein,

then and in every such case the Holders of a majority, or any applicable
supermajority, in aggregate principal amount of all the Securities of such
series voting as a separate class (or all the Securities, as the case may be,
voting as a single class), then Outstanding, by written notice to the Issuer and
to the Trustee, may waive all defaults with respect to such series (or with
respect to all the Securities, as the case may be) and rescind and annul such
declaration and its

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                                                                              37


consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

        For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

            SECTION 6.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 60 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series for
principal and interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, and such other amount due the
Trustee under Section 7.6 in respect of Securities of such series.

      Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered Holders,
whether or not the Securities of such series be overdue.

      In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated, all the moneys adjudged or
decreed to be payable.

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities of any series then Outstanding under Title 11
of the United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such

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                                                                              38


other obligor, or in case of any other similar judicial proceedings relative to
the Issuer or other obligor upon the Securities of such series, or to the
creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of such series 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 pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

                  (a) to file and prove a claim or claims for the whole amount
of principal and interest, if any, (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) owing and unpaid in respect of the
Securities of any series, and, in the case of any judicial proceedings, 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 amounts payable to the
Trustee under SECTION 7.6) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities, or to
the creditors or property of the Issuer or such other obligor; and

                  (b) unless prohibited by applicable law and regulations, to
vote on behalf of the holders of the Securities of any series in any election of
a receiver, assignee, trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings,
custodian or other person performing similar functions in respect of any such
proceedings; and

                  (c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders and of the Trustee on
their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official performing similar functions in respect of any such proceedings
is hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee its costs and
expenses of collection and all other amounts due to it pursuant to SECTION 7.6.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof in any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be awarded to
the Trustee for ratable distribution to the Holders of the Securities in respect
of which such action was taken, after payment of all sums due to the Trustee
under Section 6.6 in respect of such Securities.

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                                                                              39


      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

            SECTION 6.3 APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series of Securities in respect of which monies have been collected,
      including all amounts due to the Trustee and each predecessor Trustee
      pursuant to Section 7.6 in respect to such series of Securities;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments on such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee and is permitted by applicable law) upon the
      overdue installments of interest at the same rate as the rate of interest
      or Yield to Maturity (in the case of Original Issue Discount Securities)
      specified in such Securities, such payments to be made ratably to the
      persons entitled thereto, without discrimination or preference;

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for principal and interest,
      with interest upon the overdue principal, and (to the extent that such
      interest has been collected by the Trustee and is permitted by applicable
      law) upon the overdue installations of interest at the same rate as the
      rate of interest or Yield to Maturity (in the case of Original Issue
      Discount Securities) specified in the Securities of such series; and in
      case such moneys shall be insufficient to pay in full the whole amount so
      due and unpaid upon the Securities of such series, then to the payment of
      such principal and interest or Yield to Maturity, without preference or
      priority of principal over interest or Yield to Maturity, or of interest
      or Yield to Maturity over principal, or of any installment of interest
      over any other installment of interest or of any Security of such series
      over any other Security of such series, ratably to the aggregate of such
      principal and accrued and unpaid interest or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Issuer or
      any other person lawfully entitled thereto.

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                                                                              40


            SECTION 6.4 SUITS FOR ENFORCEMENTS. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

            SECTION 6.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

            SECTION 6.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS. No Holder of
any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture or such Security, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder or thereunder, unless (a) such Holder previously shall have given to
the Trustee written notice of an Event of Default with respect to Securities of
such series and of the continuance thereof, as hereinbefore provided, and (b)
the Holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and (c) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding, and (d) no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.9; it being understood and intended, and being expressly
covenanted by the Holder of every Security with every other Holder and the
Trustee, that no one or more Holders of Securities of any series shall have any
right in any manner whatever by virtue or by availing of any provision of this
Indenture or any Security to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this Indenture
or any Security, except in the manner herein provided and for the equal, ratable
and common benefit of all Holders of Securities of the applicable series. For
the protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            SECTION 6.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security to receive
payment of the principal of and interest on such Security on or after the
respective due dates expressed in such Security or the applicable redemption
dates provided for in such Security, or to institute suit for the enforcement of
any

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                                                                              41


such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

            SECTION 6.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAVIER OF DEFAULT. Except as provided in Section 6.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities is
intended to be exclusive of any other right or remedy and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

      No delay or omission of the Trustee or of any Holder of Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein. Every power and remedy given by this Indenture, any Security or law to
the Trustee or to the Holders of Securities may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or, subject to SECTION
6.6, by the Holders of Securities.

            SECTION 6.9 CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each such series voting as a separate class) at the time Outstanding shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this
Indenture; provided, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided, further,
that (subject to the provisions of Section 7.1) the Trustee shall have the right
to decline to follow any such direction if (a) the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its board of directors, the
executive committee or a trust committee of directors or Responsible Officers of
the Trustee shall determine in good faith that the action or proceedings so
directed would involve the Trustee in personal liability; or (c) if the Trustee
in good faith shall so determine that the actions or forbearances specified in
or pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 7.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

            SECTION 6.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in
Section 6.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 6.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the

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consent of the Holder of each Security affected. In the case of any such waiver,
the Issuer, the Trustee and the Holders of all such Securities shall be restored
to their former positions and rights hereunder, respectively, and such default
shall cease to exist and be deemed to have been cured and not to have occurred
for purposes of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

            SECTION 6.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the occurrence of
a default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (i) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in The Wall Street Journal in the Borough
of Manhattan, The City of New York and (ii) to all Holders of Securities of such
series in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, unless in each case such defaults shall have been cured before
the mailing or publication of such notice (the term "default" for the purpose of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
PROVIDED that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, 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 the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

            SECTION 6.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 6.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (d) or (g) (if
the suit under clause (d) or (g) relates to all the Securities then Outstanding)
or (e) or (f) of Section 6.1, 10% in aggregate principal amount of all
Securities then Outstanding, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of or interest on any Security
on or after the due date expressed in such Security or any date fixed for
redemption.

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                                                                              43


                                  ARTICLE VII

                                     TRUSTEE

            SECTION 7.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities 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 with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default with respect to such series which may have occurred:

            (1) the duties and obligations of the Trustee with respect to the
      Securities of any series 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

            (2) 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 6.9 or any other Section permitting
the direction of the Holders relating to the time, method and place of
conducting any proceeding for any remedy 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

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                                                                              44


believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

            SECTION 7.2 CERTAIN RIGHTS OF THE TRUSTEE. Subject to Section 7.1:

                  (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, coupon, security 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 Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate or
Issuer Order (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 Board Resolution;

                  (c) the Trustee may consult with counsel of its selection and
any advice of such counsel promptly confirmed in writing 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 reliance thereon 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 at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to SECTION 6.9), unless such
Securityholders 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,
suffered or omitted by it 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 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 so to do by the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected 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 Issuer or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Issuer 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


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                                                                              45


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; and

                  (h) the Trustee shall not be charged with knowledge of any
default or Event of Default with respect to a series of Securities unless either
(i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office
of the Trustee (or any successor division or department of the Trustee) shall
have actual knowledge of such default or Event of Default or (ii) written notice
of such default or Event of Default shall have been given to the Trustee by the
Issuer or any other obligor on such series of Securities or by any Holder of
Securities of such series in accordance with the notice requirements set forth
in Section 11.4.

            SECTION 7.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, 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, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

            SECTION 7.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
ETC. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 7.8 and 7.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

            SECTION 7.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 8.4 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 Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

            SECTION 7.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to in writing between the Issuer and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer 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 the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Issuer also covenants to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income of the Trustee),
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

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                                                                              46


hereunder, including the costs and expenses of defending itself against or
investigating any claim or liability in the premises. The obligations of the
Issuer under this Section 7.6 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 or the resignation or removal of the Trustee. Such additional
indebtedness shall be a senior claim to that of the Securities 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 Securities. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 6.1 or in connection with Article VI hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for the
service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law. The provisions of this Section 7.6
shall survive the resignation or removal of the Trustee and the termination of
this Indenture.

            SECTION 7.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 7.1 and 7.2, 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, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

            SECTION 7.8 QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS. This
Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with Section
310(b) of the Trust Indenture Act of 1939 regarding disqualification of a
trustee upon acquiring a conflicting interest.

            SECTION 7.9 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE; DIFFERENT
TRUSTEES FOR DIFFERENT SERIES. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any state or the District of
Columbia having a combined capital and surplus of at least $25,000,000, and
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal, state or District of Columbia
authority, or a corporation or other Person permitted to act as trustee by the
Commission. If such corporation or other Person publishes 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, the
combined capital and surplus of such corporation or other Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. No obligor upon the Securities or any Affiliate of such
obligor shall serve as trustee upon the Securities. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.9, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.10.

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                                                                              47


      A different Trustee may be appointed by the Issuer for each series of
Securities prior to the issuance of such Securities. If the initial Trustee for
any series of Securities is to be a trustee other than The Chase Manhattan Bank,
the Issuer and such Trustee shall, prior to the issuance of such Securities,
execute and deliver an indenture supplemental hereto, which shall provide for
the appointment of such Trustee as Trustee for the Securities of such series and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-Trustees of the
same trust and that each such Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

            SECTION 7.10 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
Securities by giving written notice of resignation to the Issuer. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor
Trustee or Trustees with respect to the applicable series 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 with respect to any series 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 Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of SECTION 6.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor. 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
7.8 with respect to any series of Securities after written request therefor by
the Issuer or by any Securityholder who has been a BONA FIDE Holder of a
Security or Securities of such series for at least six months; or

            (ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.9 and shall fail to resign after written request
therefor by the Issuer or by any such Securityholder; or

            (iii) the Trustee shall become incapable of acting with respect to
any series of Securities, 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;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor Trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
one copy of which instrument shall be delivered to

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                                                                              48


the Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Article V, any Securityholder who has been a BONA FIDE Holder of a
Security or Securities of such series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee with respect to such series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor Trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Securities of each series then Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
Trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor Trustee so appointed and to the Issuer the
evidence of the action in that regard taken by the Securityholders. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 30 days after the delivery of such evidence of
removal, the Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee, or any Securityholder who has been a BONA
FIDE Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of SECTION 6.12, 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.

                  (d) Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor Trustee with respect to such
series pursuant to any of the provisions of this SECTION 7.10 shall become
effective upon acceptance of appointment by the successor Trustee as provided in
SECTION 7.11.

            SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor Trustee appointed as provided in Section 7.10 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as Trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor Trustee, upon payment of its
charges then unpaid, the Trustee ceasing to act shall, subject to Section 7.13,
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 Issuer 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 7.6.

      If a successor Trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Trustee and each
successor Trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all

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                                                                              49


the rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-Trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts under separate
indentures.

      No successor Trustee with respect to any series of Securities shall accept
appointment as provided in this SECTION 7.11 unless at the time of such
acceptance such successor Trustee shall be qualified under the provisions of
SECTION 7.8 and eligible under the provisions of SECTION 7.9.

      Upon acceptance of appointment by any successor Trustee as provided in
this SECTION 7.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuer fails
to give such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be given at
the expense of the Issuer.

            SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any Person into which the Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture), shall
be the successor of the Trustee hereunder, provided that such Person shall be
qualified under the provisions of Section 7.8 and eligible under the provisions
of Section 7.9, 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 Securities of any series 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 Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities 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 which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; PROVIDED, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

            SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

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            SECTION 7.14 APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a Person organized and doing business
under the laws of the United States of America or of any state or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $25,000,000 (determined as
provided in Section 7.9 with respect to the Trustee) and subject to supervision
or examination by federal or state authority.

      Any Person into which any Authenticating Agent may be merged or converted,
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business (including the
authenticating agency contemplated by this Indenture) of any Authenticating
Agent, shall continue to be the Authenticating Agent with respect to all series
of Securities for which it served as Authenticating Agent without the execution
or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the Trustee and to the Issuer. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer.

      Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this SECTION 7.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

      Sections 7.2, 7.3, 7.4 and 10.3 shall be applicable to any Authenticating
Agent.

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                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 8.1 OPINION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE. The Issuer may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof applied to all Outstanding Securities upon
compliance with the conditions set forth below in this Article VIII.

            SECTION 8.2 LEGAL DEFEASANCE AND DISCHARGE. Upon the Issuer's
exercise under Section 8.01 hereof of the option applicable to this Section 8.2,
the Issuer shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its obligations with
respect to all Outstanding Securities on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Issuer shall be deemed to have paid and discharged the
entire Indebtedness represented by the Outstanding Securities, which shall
thereafter be deemed to be Outstanding only for the purposes of Section 8.5
hereof and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and to have satisfied all of its obligations under such Securities
and this Indenture (and the Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments delivered to it by the Issuer
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities to receive payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due from
the trust referred to below; (b) the Issuer's obligations with respect to the
Securities concerning mutilated, destroyed, lost or stolen Securities and the
maintenance of an office or agency for payment and money for security payments
held in trust; (c) the rights, powers, trusts, duties and immunities of the
Trustee, and the Issuer's obligations in connection therewith; and (d) the Legal
Defeasance provisions of this Indenture. Subject to compliance with this Article
VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 hereof.

            SECTION 8.3 COVENANT DEFEASANCE. Upon the Issuer's exercise under
Section 8.1 hereof of the option applicable to this Section 8.3, the Issuer
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the covenants contained in
Article IV and to the extent described in the applicable supplemental indenture,
with respect to any series of Securities, with respect to the Outstanding
Securities on and after the date the conditions set forth in Section 8.4 are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities shall
thereafter be deemed not Outstanding for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed Outstanding
for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the Outstanding Securities, the Issuer
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default

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                                                                              52


under Section 6.1 hereof, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby. In addition, upon the
Issuer's exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, Sections 6.1(e) and 6.1(f) hereof shall not constitute Events of
Default or Defaults hereunder.

            SECTION 8.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of either Section 8.2 or
8.3 hereof to the Outstanding Securities:

      In order to exercise either Legal Defeasance or Covenant Defeasance:

            (a) the Issuer must irrevocably deposit, or cause to be deposited,
with the Trustee, in trust, for the benefit of the Holders of the Securities,
cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay, without reinvestment, the
principal of, premium, if any, and interest on the Outstanding Securities on the
stated maturity thereof or on the applicable redemption date, as the case may
be, and the Issuer must specify whether the Securities are being defeased to
maturity or to a particular redemption date;

            (b) in the case of Legal Defeasance, the Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Issuer has received from, or there has been published by,
the Internal Revenue Service a ruling, or there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Outstanding Securities will not recognize income, gain or loss for United
States federal income tax purposes as a result of such Legal Defeasance, and
will be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

            (c) in the case of Covenant Defeasance, the Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the Outstanding Securities will not recognize
income, gain or loss for United States federal income tax purposes as a result
of such Covenant Defeasance, and such Holders will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

            (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

            (e) such Legal Defeasance or Covenant Defeasance will not result
in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than

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this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a
party or by which the Issuer or any of its Restricted Subsidiaries is bound;

            (f) the Issuer must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Issuer with the intent of
preferring the Holders of the Securities over other creditors of the Issuer, or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Issuer or others;

            (g) the Issuer must deliver to the Trustee an Officers' Certificate
and an opinion of Counsel in the United States reasonably acceptable to the
Trustee, each stating that the conditions precedent provided for or relating to
Legal Defeasance or Covenant Defeasance, as applicable, in the case of the
Officer's Certificate, in clauses (a) through (f) and, in the case of the
Opinion of Counsel, in clauses (b) and (c) of this paragraph, have been complied
with.

            SECTION 8.5 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to Section 8.6 hereof, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively, and solely for purposes
of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of
the outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

      The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities.

      Anything in this ARTICLE VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or non-callable U.S. Government Obligations held by it as
provided in SECTION 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
SECTION 8.4(A) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

            SECTION 8.6 REPAYMENT TO ISSUER. Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuer, in trust for the
payment of the principal of, premium or interest on any Security and remaining
unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Issuer on its request or (if
then held by the Issuer) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured creditor, look only to the
Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuer as
trustee thereof, shall thereupon cease; provided, however, that the

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                                                                              54


Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuer cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.

            SECTION 8.7 REINSTATEMENT. If the Trustee or Paying Agent is unable
to apply any money or non-callable U.S. Government Obligations in accordance
with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if
the Issuer makes any payment of principal of, premium, if any, or interest on
any Security following the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

            SECTION 8.8 SURVIVAL. The Trustee's rights under this Article VIII
shall survive termination of this Indenture.

            SECTION 8.9 SATISFACTION AND DISCHARGE OF INDENTURE. If at any time
(a) the Issuer shall have paid or caused to be paid the principal of, premium,
if any, and interest, if any, on all the Securities Outstanding (other than
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.8) as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Trustee
for cancellation all Securities theretofore authenticated (other than Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.8); and if, in any such case, the Issuer shall also pay
or cause to be paid all other sums payable hereunder by the Issuer (including
all amounts, payable to the Trustee pursuant to Section 7.6), then this
Indenture shall cease to be of further effect, and the Trustee, on demand of the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the satisfaction and discharge
contemplated by this provision have been complied with, and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction and discharging this Indenture. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred,
and to compensate the Trustee for any services thereafter reasonably and
properly rendered, by the Trustee in connection with this Indenture or the
Securities.

                                   ARTICLE IX

                                   AMENDMENTS

            SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Officers' Certificate), and the Trustee may from

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time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) for one or more of the
following purposes:

                  (a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of one or more series any property or
assets;

                  (b) to evidence the succession of another Person to the
Issuer, or successive successions, and the assumption by the successor Person of
the covenants, agreements and obligations of the Issuer pursuant to Article IV;

                  (c) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as the Issuer and the Trustee
shall consider to be for the protection of the Holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the protection of less than all series of Securities, stating that the
same are expressly being included solely for the protection of such series), and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

                  (d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provisions as the Issuer may deem
necessary or desirable, PROVIDED, HOWEVER, that no such provisions shall
materially adversely affect the interests of the Holders of the Securities;

                  (e) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act of 1939, or under any similar
federal statute hereafter enacted, and to add to this Indenture such other
provisions as may be expressly permitted by the Trust Indenture Act of 1939,
EXCLUDING, HOWEVER, the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act of 1939 as in effect at the date as of which this instrument was
executed or any corresponding provision provided for in any similar federal
statute hereafter enacted;

                  (f) to evidence and provide for the acceptance of appointment
hereunder of a Trustee other than The Chase Manhattan Bank as Trustee for a
series of Securities and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of SECTION 7.9 hereof;

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                                                                              56


                  (g) subject to SECTION 9.2 hereof, to add to or modify the
provisions hereof as may be necessary or desirable to provide for the
denomination of Securities in foreign currencies which shall not adversely
affect the interests of the Holders of the Securities in any material respect;

                  (h) to modify the covenants or Events of Default of the Issuer
solely in respect of, or add new covenants or Events of Default of the Issuer
that apply solely to, Securities not Outstanding on the date of such
supplemental indenture; and

                  (i) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of SECTION
7.11.

      The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities then
Outstanding, notwithstanding any of the provisions of Section 9.2.

            SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities then Outstanding of any series affected by
such supplemental indenture, voting as one class, the Issuer, when authorized by
a Board Resolution (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Officers' Certificate), and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, that no such supplemental indenture shall (a) extend the
stated final maturity of the principal of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest, if
any, thereon (or, in the case of an Original Issue Discount Security, reduce the
rate of accretion of original issue discount thereon), or reduce or alter the
method of computation of any amount payable on redemption, repayment or purchase
by the Issuer thereof (or the time at which any such redemption, repayment or
purchase may be made), or make the principal thereof (including any amount in
respect of original issue discount), or interest, if any, thereon payable in any
coin or currency other than that provided in the Securities or in accordance
with the terms of the Securities, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section

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6.1 or the amount thereof provable in bankruptcy in each case pursuant to
Section 6.2, or impair or affect the right of any Securityholder to institute
suit for the payment thereof or, if the Securities provide therefor, any right
of repayment or purchase at the option of the Securityholder, in each case
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected. No consent of any Holder of any
Security shall be necessary under this Section 9.2 to permit the Trustee and the
Issuer to execute supplemental indentures pursuant to Sections 9.1 and 4.1.

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

      Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Officers' Certificate) certified
by the secretary or an assistant secretary of the Issuer authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by 10.1, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may at its discretion, but
shall not be obligated to, enter into such supplemental indenture.

      It shall not be necessary for the consent of the Securityholders under
this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this SECTION 9.2, the
Issuer (or the Trustee at the request and expense of the Issuer) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in SECTION 11.4. Any failure of the Issuer to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

            SECTION 9.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Issuer and the Holders of
Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and shall be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.

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                                                                              58


            SECTION 9.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject
to the provisions of Sections 7.1 and 7.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article IX complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution and delivery of such supplemental indenture have been satisfied.

            SECTION 9.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article IX may bear a notation in form approved by the Trustee for such series
as to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuer, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                   ARTICLE X

                         CONCERNING THE SECURITYHOLDERS

            SECTION 10.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to SECTIONS 7.1 and 7.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article X.

            SECTION 10.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to SECTIONS 7.1 and 7.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

                  (a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person
executing the same.

                  (b) The ownership of Securities shall be proved by the Note
Register or by a certificate of the Registrar.

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                                                                              59


            SECTION 10.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the Person
in whose name any Security shall be registered upon the Note Register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest, if any, on such
Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

            SECTION 10.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose f any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent and waiver only
Securities which a Responsible Officer of the Trustee knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect to any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described Persons; and, subject to Sections 7.1 and 7.2, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

            SECTION 10.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 10.1,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article X, revoke such action so far
as concerns such Security provided that such revocation shall not become
effective until three Business Days after such filing. Except as aforesaid, any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefore or on registration
of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and Holders of all
the Securities affected by such action.

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                                                                              60


            SECTION 10.6 RECORD DATE FOR CONSENTS AND WAIVERS. The Issuer may,
but shall not be obligated to, establish a record date for the purpose of
determining the Persons entitled to (i) waive any past default with respect to
the Securities of such series in accordance with Section 6.10 of this Indenture,
(ii) consent to any supplemental indenture in accordance with Section 9.2 of
this Indenture or (iii) waive compliance with any term, condition or provision
of any covenant hereunder. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and any such Persons, shall be entitled
to waive any such past default, consent to any such supplemental indenture or
waive compliance with any such term, condition or provision, whether or not such
Holder remains a Holder after such record date; provided, however, that unless
such waiver or consent is obtained from the Holders, or duly designated proxies,
of the requisite principal amount of Outstanding Securities of such series prior
to the date which is the 120th day after such record date, any such waiver or
consent previously given shall automatically and, without further action by any
Holder be cancelled and of no further effect.

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1 PARTNERS, INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

            SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS OF SECURITIES. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities,
any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

            SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
SECURITIES. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Citizens

<Page>
                                                                              61


Communications Company, 3 High Ridge Park, Stamford, Connecticut 06905. Any
notice, direction, request or demand by the Issuer or any Holder of Securities
to or upon the Trustee shall be deemed to have been sufficiently given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is
filed by the Trustee with the Issuer) to The Chase Manhattan Bank, 450 W. 33rd
Street, New York, New York 10001, attention: Institutional Trust Services
(Citizens Communications Company [specify series of Securities]).

      Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Note Register. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be sufficient notice.

            SECTION 11.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
or as required pursuant to the Trust Indenture Act of 1939, the Issuer shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an opinion
as to whether or not such covenant or condition has been complied with, and (d)
a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.

      Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the

<Page>
                                                                              62


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

      Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

      Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

            SECTION 11.6 NO RECOURSE AGAINST OTHERS. An incorporator, director,
officer, employee, Affiliate or stockholder of the Issuer, solely by reason of
this status, shall not have any liability for any obligations of the Issuer
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

            SECTION 11.7 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, premium,
if any, or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, purchase or repayment, and, in the
case of payment, no interest shall accrue for the period after such date.

            SECTION 11.8 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to and included in this Indenture by virtue
of the provisions of the Trust Indenture Act of 1939, such required or deemed
provision shall control.

            SECTION 11.9 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

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                                                                              63


            SECTION 11.10 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

            SECTION 11.11 TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.


<Page>
                                                                              64




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

                                    CITIZENS COMMUNICATIONS COMPANY


                                    By: /S/ Donald B. Armour
                                       --------------------------------------
                                       Name: Donald B. Armour
                                       Title: Vice President
                                              Finance and Treasurer


                                    THE CHASE MANHATTAN BANK, as Trustee


                                    By: /s/ James D. Heaney
                                       --------------------------------------
                                       Name: James D. Heaney
                                       Title: Vice President


<Page>

                                                                       EXHIBIT A

                                                    FORM OF THE INITIAL SECURITY


                      [RULE 144A GLOBAL NOTE/INSTITUTIONAL
                     ACCREDITED INVESTOR GLOBAL NOTE LEGEND

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

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES, ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRANSFEROR FURNISHES
TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS
RELATING TO THE PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND IN ACCORDANCE
WITH REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
TRUSTEE), (E) INSIDE THE UNITED STATES, TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A


                                      A-1
<Page>

VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY
AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH
CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

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

THIS NOTE IS HELD BY DTC OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE SECURITIES CUSTODIAN MAY MAKE SUCH NOTATIONS
HEREON AS M AY BE REQUIRED PURSUANT TO SECTION 2.1 OF THE INDENTURE, (II) THIS
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (III) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]

                        [REGULATION S GLOBAL NOTE LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), AND
(2) BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")


                                      A-2
<Page>

THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S, PROVIDED THAT PRIOR TO SUCH TRANSFER, THE
TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING
CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING EFFECTED
PURSUANT TO AND IN ACCORDANCE WITH REGULATION S (THE FORM OF WHICH CERTIFICATE
CAN BE OBTAINED FROM THE TRUSTEE), (E) INSIDE THE UNITED STATES, TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
TRUSTEE), OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH
THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN


                                      A-3
<Page>

AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS NOTE IS HELD BY DTC OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE SECURITIES CUSTODIAN MAY MAKE SUCH NOTATIONS
HEREON AS M AY BE REQUIRED PURSUANT TO SECTION 2.1 OF THE INDENTURE, (II) THIS
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (III) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]

                         Citizens Communications Company

                                                   [____]% SENIOR NOTE DUE 20___


No. __


ORIGINAL ISSUE DATE:

$________________                                     CUSIP:

      Citizens Communications Company, a corporation duly organized and existing
under the laws of the State of Delaware (the "ISSUER" or the "COMPANY"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________ [____________MILLION DOLLARS] on August 15, 20___,
at the corporate trust office of The Chase Manhattan Bank, 450 West 33rd Street,
New York, New York 10011, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay semi-annually in arrears on February 15 and
August 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing February
15, 2002, and at maturity (or on any redemption or repayment date) the amount of
interest on said principal sum at said office or agency, in like coin or
currency, at the rate per annum specified in the title of this Note, from ____
__, 20__ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for until said principal sum has been paid or duly
provided for. Interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      The interest payable on any Interest Payment Date which is punctually paid
or duly provided for on such Interest Payment Date will be paid to the person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on February 1 or August 1 (in each case, whether or not a
Business Day), as the case may be (each, a "REGULAR


                                      A-4
<Page>

RECORD DATE"), immediately preceding such Interest Payment Date. Interest
payable on this Note which is not punctually paid or duly provided for on any
Interest Payment Date therefor shall forthwith cease to be payable to the Person
in whose name this Note is registered at the close of business on the Regular
Record Date immediately preceding such Interest Payment Date, and such interest
may either (i) be paid to the Person in whose name this Note is registered at
the close of business on a special record date to be established for such
payment by the Trustee or (ii) be paid in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, all as more fully provided in the Indenture referred to on the
reverse hereof.

      Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. At the option of the Issuer, interest on the Notes
may be paid by (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the register of holders of the Notes or (ii) in
accordance with Section 2.1(a) of the Indenture (as defined herein), by wire
transfer to an account maintained by the Person entitled thereto as specified in
writing to The Chase Manhattan Bank, as trustee (the "TRUSTEE"), by such Person
by the applicable record date of the Notes

      Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

      This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.



                                      A-5
<Page>



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

Dated:


                              CITIZENS COMMUNICATIONS COMPANY

                              By: _______________________________
                                 Name:
                                 Title:









                                      A-6
<Page>

                    CERTIFICATE OF AUTHENTICATION OF TRUSTEE

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

                                    THE CHASE MANHATTAN BANK,
                                    as Trustee

                                    By: __________________________
                                    Authorized Officer







                  Dated:



                                      A-7
<Page>

                            [REVERSE OF SENIOR NOTE]




      1. INDENTURE. (a) This Note is one of a duly authorized issue of senior
notes of the Issuer (hereinafter called the "NOTES") of a series designated as
the ____% Senior Notes Due 20__ of the Issuer, initially in an aggregate
principal amount of $___________, all issued or to be issued under and pursuant
to the Indenture, dated as of ____ __, 20__ (the "INDENTURE"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "TRUSTEE", which term
includes any successor trustee under the Indenture). You are referred to the
Indenture for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Issuer, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. The Issuer has appointed The Chase Manhattan Bank at its
principal corporate trust office in The City of New York as the paying agent
(the "PAYING AGENT", which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to the Notes. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.

      (b) The Issuer may from time to time without the consent of the Holders
create and issue additional notes having the same terms and conditions as this
Note.

      (c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

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

      3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.

      4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time, upon mailing a notice of such redemption not
less than 30 days and not more than 60 days before the date of redemption to the
holder of this Note as provided for in the


                                      A-8
<Page>

Indenture, at a redemption price equal to the greater of (a) 100% of the
principal amount of this Note to be redeemed then outstanding or (b) as
determined by an Independent Investment Banker, the sum of the present values of
the remaining scheduled payments of principal and interest on the Note to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus ___1 basis points, in either of the above cases, plus
accrued and unpaid interest to the date of redemption on the Note to be
redeemed. For purposes of the foregoing provisions, the following terms, as used
herein have the following meanings:

      "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (i)
      the yield, under the heading which represents the average for the
      immediately preceding week, appearing in the most recently published
      statistical release designated "H.15(519)" or any successor publication
      which is published weekly by the Board of Governors of the Federal Reserve
      System and which establishes yields on actively traded United States
      Treasury securities adjusted to constant maturity under the caption
      "Treasury Constant Maturities," for the maturity corresponding to the
      Comparable Treasury Issue (as defined below) (if no maturity is within
      three months before or after the Remaining Life (as defined below), yields
      for the two published maturities most closely corresponding to the
      Comparable Treasury Issue shall be determined and the Adjusted Treasury
      Rate shall be interpolated or extrapolated from such yields on a straight
      line basis, rounding to the nearest month); or (ii) if such release (or
      any successor release) is not published during the week preceding the
      calculation date or does not contain such yields, the rate per annum equal
      to the semi-annual equivalent yield to maturity of the Comparable Treasury
      Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price (as defined below) for such redemption date. The
      Adjusted Treasury Rate shall be calculated on the third Business Day
      preceding the redemption date.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("REMAINING LIFE").

      "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

      "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Issuer.

----------
(1) Insert appropriate rate for 2004, 2008 and 2031 notes, as applicable

                                      A-9
<Page>


      "REFERENCE TREASURY DEALER" means: each of Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Issuer shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Issuer.

      "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

      5.    CERTAIN COVENANTS. The Indenture restricts the ability of the Issuer
and its Subsidiaries to incur certain liens, merge or consolidate with another
company or sell, lease or convey all or substantially all of the Issuer's
assets. These covenants are subject to the covenant defeasance procedures
outlined in the Indenture.

      6.    EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing under the Indenture, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

      7.    DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.

      8.    DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered
form without coupons in denominations of $1,000 and any multiple of $1,000 at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denomination.

      9.    HOLDER AS OWNER. Prior to the due presentment of this Note for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer or the Trustee or any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.

      10.   NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any past, present or
future incorporator, shareholder, officer or director, as such, of the Issuer or
of any successor, either directly or through the Issuer, or any successor
corporation, under any constitution, statute or rule of law or by the
enforcement of any assessment or


                                      A-10
<Page>

otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

      11.   LOST, THEFT OR DESTRUCTION. In case any Note shall at any time
become mutilated, defaced or be destroyed, lost or stolen and such Note or
evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as maybe required in
the premises) shall be delivered to the Trustee, a new Note or like tenor will
be issued by the Issuer in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in case of any destroyed
or lost or stolen Note, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that such Note was destroyed or lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of them. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be born by
the owner of the Note mutilated, defaced, destroyed, lost or stolen.

      12.   TRANSFER AND EXCHANGE. This Note may be transferred and exchanged as
provided in the Indenture.

      13.   GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict of
law provisions thereof.




                                      A-11
<Page>



                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE

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

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

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

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE

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

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

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

the within Note of Citizens Communications Company and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Citizens Communication Company, with full power of
substitution in the premises.

Dated:


------------------------------------------
 Signature

         NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
                  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL
                  BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL
                  STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON
                  FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

 Tax Identification No.:

Signature Guarantee:

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



                                      A-12
<Page>



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Security, or exchanges of a part of
another Global Note or Definitive Security for an interest in this Global Note,
have been made:


                                                    Principal     Signature of
                    Amount of       Amount of    Amount of this    authorized
                   decrease in     increase in     Global Note     officer of
                    Principal       Principal    following such    Trustee or
                 Amount of this  Amount of this   decrease (or     Securities
Date of Exchange   Global Note     Global Note      increase)       Custodian
---------------- --------------  --------------- ---------------  --------------






                                      A-13
<Page>


                                                                       EXHIBIT B

                                                   FORM OF THE EXCHANGE SECURITY

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

THIS NOTE IS HELD BY DTC OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE SECURITIES CUSTODIAN MAY MAKE SUCH NOTATIONS
HEREON AS M AY BE REQUIRED PURSUANT TO SECTION 2.1 OF THE INDENTURE, (II) THIS
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (III) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

                         Citizens Communications Company

                                                   [____]% SENIOR NOTE DUE 20___


No. __


ORIGINAL ISSUE DATE:

$________________                                     CUSIP:

      Citizens Communications Company, a corporation duly organized and existing
under the laws of the State of Delaware (the "ISSUER" or the "COMPANY"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________ [____________MILLION DOLLARS] on August 15, 20___,
at the corporate trust office of The Chase Manhattan Bank, 450 West 33rd Street,
New York, New York 10011, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay semi-annually in arrears on February 15 and
August 15 of each year (each, an "INTEREST PAYMENT DATE"), commencing February
15, 2002, and at maturity (or on any redemption or repayment date) the amount of
interest on said


                                      B-1
<Page>

principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note, from ____ __, 20__ or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for until said principal sum has been paid or duly provided for.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months.

      The interest payable on any Interest Payment Date which is punctually paid
or duly provided for on such Interest Payment Date will be paid to the person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on February 1 or August 1 (in each case, whether or not a
Business Day), as the case may be (each, a "REGULAR RECORD DATE"), immediately
preceding such Interest Payment Date. Interest payable on this Note which is not
punctually paid or duly provided for on any Interest Payment Date therefor shall
forthwith cease to be payable to the Person in whose name this Note is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date, and such interest may either (i) be paid
to the Person in whose name this Note is registered at the close of business on
a special record date to be established for such payment by the Trustee or (ii)
be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, all as more fully provided
in the Indenture referred to on the reverse hereof.

      Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. At the option of the Issuer, interest on the Notes
may be paid by (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the register of holders of the Notes or (ii) in
accordance with Section 2.1(a) of the Indenture(as defined herein), by wire
transfer to an account maintained by the Person entitled thereto as specified in
writing to The Chase Manhattan Bank, as trustee (the "TRUSTEE"), by such Person
by the applicable record date of the Notes

      Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

      This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.



                                      B-2
<Page>



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

Dated:


                              CITIZENS COMMUNICATIONS COMPANY

                              By: _______________________________
                                 Name:
                                 Title:









                                      B-3
<Page>

                    CERTIFICATE OF AUTHENTICATION OF TRUSTEE

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

                                    THE CHASE MANHATTAN BANK,
                                    as Trustee

                                    By: __________________________
                                    Authorized Officer







                  Dated:



                                      B-4
<Page>


                            [REVERSE OF SENIOR NOTE]




      1. INDENTURE. (a) This Note is one of a duly authorized issue of senior
notes of the Issuer (hereinafter called the "NOTES") of a series designated as
the ____% Senior Notes Due 20__ of the Issuer, initially in an aggregate
principal amount of $___________, all issued or to be issued under and pursuant
to the Indenture, dated as of _____ __, 20__ (the "INDENTURE"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "TRUSTEE", which term
includes any successor trustee under the Indenture). You are referred to the
Indenture for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Issuer, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. The Issuer has appointed The Chase Manhattan Bank at its
principal corporate trust office in The City of New York as the paying agent
(the "PAYING AGENT", which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to the Notes. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.

      (b) The Issuer may from time to time without the consent of the Holders
create and issue additional notes having the same terms and conditions as this
Note.

      (c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

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

      3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.

      4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time, upon mailing a notice of such redemption not
less than 30 days and not more than 60 days before the date of redemption to the
holder of this Note as provided for in the


                                      B-5
<Page>

Indenture, at a redemption price equal to the greater of (a) 100% of the
principal amount of this Note to be redeemed then outstanding or (b) as
determined by an Independent Investment Banker, the sum of the present values of
the remaining scheduled payments of principal and interest on the Note to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus ___2 basis points, in either of the above cases, plus
accrued and unpaid interest to the date of redemption on the Note to be
redeemed. For purposes of the foregoing provisions, the following terms, as used
herein have the following meanings:

      "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (i)
      the yield, under the heading which represents the average for the
      immediately preceding week, appearing in the most recently published
      statistical release designated "H.15(519)" or any successor publication
      which is published weekly by the Board of Governors of the Federal Reserve
      System and which establishes yields on actively traded United States
      Treasury securities adjusted to constant maturity under the caption
      "Treasury Constant Maturities," for the maturity corresponding to the
      Comparable Treasury Issue (as defined below) (if no maturity is within
      three months before or after the Remaining Life (as defined below), yields
      for the two published maturities most closely corresponding to the
      Comparable Treasury Issue shall be determined and the Adjusted Treasury
      Rate shall be interpolated or extrapolated from such yields on a straight
      line basis, rounding to the nearest month); or (ii) if such release (or
      any successor release) is not published during the week preceding the
      calculation date or does not contain such yields, the rate per annum equal
      to the semi-annual equivalent yield to maturity of the Comparable Treasury
      Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price (as defined below) for such redemption date. The
      Adjusted Treasury Rate shall be calculated on the third Business Day
      preceding the redemption date.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("REMAINING LIFE").

      "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

      "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Issuer.

----------
(2) Insert appropriate rate for 2004, 2008 and 2031 notes, as applicable


                                      B-6
<Page>

      "REFERENCE TREASURY DEALER" means: each of Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Issuer shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Issuer.

      "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

      5. CERTAIN COVENANTS. The Indenture restricts the ability of the Issuer
and its Subsidiaries to incur certain liens, merge or consolidate with another
company or sell, lease or convey all or substantially all of the Issuer's
assets. These covenants are subject to the covenant defeasance procedures
outlined in the Indenture.

      6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have occurred
and be continuing under the Indenture, the principal hereof may be declared, and
upon such declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.

      7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.

      8. DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered form
without coupons in denominations of $1,000 and any multiple of $1,000 at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denomination.

      9. HOLDER AS OWNER. Prior to the due presentment of this Note for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer or the Trustee or any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.

      10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any past, present or
future incorporator, shareholder, officer or director, as such, of the Issuer or
of any successor, either directly or through the Issuer, or any successor
corporation, under any constitution, statute or rule of law or by the
enforcement of any assessment or


                                      B-7
<Page>

otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

      11. LOST, THEFT OR DESTRUCTION. In case any Note shall at any time become
mutilated, defaced or be destroyed, lost or stolen and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as maybe required in the premises)
shall be delivered to the Trustee, a new Note or like tenor will be issued by
the Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in case of any destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be born by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

      12. TRANSFER AND EXCHANGE. This Note may be transferred and exchanged as
provided in the Indenture.

      13. GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict of
law provisions thereof.




                                      B-8
<Page>



                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE

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

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

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

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE

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

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

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

the within Note of Citizens Communications Company and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Citizens Communication Company, with full power of
substitution in the premises.

Dated:


------------------------------------------
 Signature

         NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
                  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL
                  BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL
                  STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON
                  FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

 Tax Identification No.:

Signature Guarantee:

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



                                      B-9
<Page>



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Security, or exchanges of a part of
another Global Note or Definitive Security for an interest in this Global Note,
have been made:


                                                    Principal     Signature of
                    Amount of       Amount of    Amount of this    authorized
                   decrease in     increase in     Global Note     officer of
                    Principal       Principal    following such    Trustee or
                 Amount of this  Amount of this   decrease (or     Securities
Date of Exchange   Global Note     Global Note      increase)       Custodian
---------------- --------------  --------------  --------------   --------------




                                      B-10
<Page>

                                                                       EXHIBIT C

                                               FORM OF PRIVATE EXCHANGE SECURITY



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

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


                                      C-1
<Page>

CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS NOTE (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE),
OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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

THIS NOTE IS HELD BY DTC OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE SECURITIES CUSTODIAN MAY MAKE SUCH NOTATIONS
HEREON AS M AY BE REQUIRED PURSUANT TO SECTION 2.1 OF THE INDENTURE, (II) THIS
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (III) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

                         Citizens Communications Company

                                                   [____]% SENIOR NOTE DUE 20___


No. __


ORIGINAL ISSUE DATE:

$________________                                     CUSIP:

      Citizens Communications Company, a corporation duly organized and existing
under the laws of the State of Delaware (the "ISSUER" or the "COMPANY"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________



                                      C-2
<Page>

[____________MILLION DOLLARS] on August 15, 20___, at the corporate trust office
of The Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10011, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
semi-annually in arrears on February 15 and August 15 of each year (each, an
"INTEREST PAYMENT DATE"), commencing February 15, 2002, and at maturity (or on
any redemption or repayment date) the amount of interest on said principal sum
at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from _____ __, 20__ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for until
said principal sum has been paid or duly provided for. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

      The interest payable on any Interest Payment Date which is punctually paid
or duly provided for on such Interest Payment Date will be paid to the person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on February 1 or August 1 (in each case, whether or not a
Business Day), as the case may be (each, a "REGULAR RECORD DATE"), immediately
preceding such Interest Payment Date. Interest payable on this Note which is not
punctually paid or duly provided for on any Interest Payment Date therefor shall
forthwith cease to be payable to the Person in whose name this Note is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date, and such interest may either (i) be paid
to the Person in whose name this Note is registered at the close of business on
a special record date to be established for such payment by the Trustee or (ii)
be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, all as more fully provided
in the Indenture referred to on the reverse hereof.

      Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. At the option of the Issuer, interest on the Notes
may be paid by (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the register of holders of the Notes or (ii) in
accordance with Section 2.1(a) of the Indenture (as defined herein), by wire
transfer to an account maintained by the Person entitled thereto as specified in
writing to The Chase Manhattan Bank, as trustee (the "TRUSTEE"), by such Person
by the applicable record date of the Notes

      Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

      This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.



                                      C-3
<Page>



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

Dated:


                              CITIZENS COMMUNICATIONS COMPANY

                              By: _______________________________
                                 Name:
                                 Title:









                                      C-4
<Page>

                    CERTIFICATE OF AUTHENTICATION OF TRUSTEE

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

                                    THE CHASE MANHATTAN BANK,
                                    as Trustee

                                    By: __________________________
                                    Authorized Officer







                  Dated:



                                      C-5
<Page>

                            [REVERSE OF SENIOR NOTE]




      1. INDENTURE. (a) This Note is one of a duly authorized issue of senior
notes of the Issuer (hereinafter called the "NOTES") of a series designated as
the ____% Senior Notes Due 20__ of the Issuer, initially in an aggregate
principal amount of $___________, all issued or to be issued under and pursuant
to the Indenture, dated as of ____ __, 20__ (the "INDENTURE"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "TRUSTEE", which term
includes any successor trustee under the Indenture). You are referred to the
Indenture for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Issuer, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. The Issuer has appointed The Chase Manhattan Bank at its
principal corporate trust office in The City of New York as the paying agent
(the "PAYING AGENT", which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to the Notes. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.

      (b) The Issuer may from time to time without the consent of the Holders
create and issue additional notes having the same terms and conditions as this
Note.

      (c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

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

      3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.

      4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time, upon mailing a notice of such redemption not
less than 30 days and not more than 60 days before the date of redemption to the
holder of this Note as provided for in the


                                      C-6
<Page>

Indenture, at a redemption price equal to the greater of (a) 100% of the
principal amount of this Note to be redeemed then outstanding or (b) as
determined by an Independent Investment Banker, the sum of the present values of
the remaining scheduled payments of principal and interest on the Note to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus ___(3) basis points, in either of the above cases, plus
accrued and unpaid interest to the date of redemption on the Note to be
redeemed. For purposes of the foregoing provisions, the following terms, as used
herein have the following meanings:

      "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (i)
      the yield, under the heading which represents the average for the
      immediately preceding week, appearing in the most recently published
      statistical release designated "H.15(519)" or any successor publication
      which is published weekly by the Board of Governors of the Federal Reserve
      System and which establishes yields on actively traded United States
      Treasury securities adjusted to constant maturity under the caption
      "Treasury Constant Maturities," for the maturity corresponding to the
      Comparable Treasury Issue (as defined below) (if no maturity is within
      three months before or after the Remaining Life (as defined below), yields
      for the two published maturities most closely corresponding to the
      Comparable Treasury Issue shall be determined and the Adjusted Treasury
      Rate shall be interpolated or extrapolated from such yields on a straight
      line basis, rounding to the nearest month); or (ii) if such release (or
      any successor release) is not published during the week preceding the
      calculation date or does not contain such yields, the rate per annum equal
      to the semi-annual equivalent yield to maturity of the Comparable Treasury
      Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price (as defined below) for such redemption date. The
      Adjusted Treasury Rate shall be calculated on the third Business Day
      preceding the redemption date.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("REMAINING LIFE").

      "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

      "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Issuer.

----------
(3) Insert appropriate rate for 2004, 2008 and 2031 notes, as applicable


                                      C-7
<Page>

      "REFERENCE TREASURY DEALER" means: each of Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Issuer shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Issuer.

      "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

      5. CERTAIN COVENANTS. The Indenture restricts the ability of the Issuer
and its Subsidiaries to incur certain liens, merge or consolidate with another
company or sell, lease or convey all or substantially all of the Issuer's
assets. These covenants are subject to the covenant defeasance procedures
outlined in the Indenture.

      6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have occurred
and be continuing under the Indenture, the principal hereof may be declared, and
upon such declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.

      7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.

      8. DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered form
without coupons in denominations of $1,000 and any multiple of $1,000 at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denomination.

      9. HOLDER AS OWNER. Prior to the due presentment of this Note for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer or the Trustee or any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.

      10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any past, present or
future incorporator, shareholder, officer or director, as such, of the Issuer or
of any successor, either directly or through the Issuer, or any successor
corporation, under any constitution, statute or rule of law or by the
enforcement of any assessment or


                                      C-8
<Page>

otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

      11. LOST, THEFT OR DESTRUCTION. In case any Note shall at any time become
mutilated, defaced or be destroyed, lost or stolen and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as maybe required in the premises)
shall be delivered to the Trustee, a new Note or like tenor will be issued by
the Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in case of any destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be born by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

      12. TRANSFER AND EXCHANGE. This Note may be transferred and exchanged as
provided in the Indenture.

      13. GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict of
law provisions thereof.



                                      C-9
<Page>



                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE

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

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

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

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE

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

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

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

the within Note of Citizens Communications Company and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Citizens Communication Company, with full power of
substitution in the premises.

Dated:


------------------------------------------
 Signature

         NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
                  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL
                  BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL
                  STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON
                  FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

 Tax Identification No.:

Signature Guarantee:

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



                                      C-10
<Page>



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Security, or exchanges of a part of
another Global Note or Definitive Security for an interest in this Global Note,
have been made:

                                                    Principal     Signature of
                    Amount of       Amount of    Amount of this    authorized
                   decrease in     increase in     Global Note     officer of
                    Principal       Principal    following such    Trustee or
                 Amount of this  Amount of this   decrease (or     Securities
Date of Exchange   Global Note     Global Note      increase)       Custodian
---------------- --------------  --------------  ---------------  --------------




                                      C-11