<PAGE>
                                                                     Exhibit 4.1

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

                        THE DUN & BRADSTREET CORPORATION

                             SENIOR DEBT SECURITIES

                                   ----------

                                    INDENTURE

                        Dated as of March      , 2006

                                   ----------

                              The Bank of New York,
                                   as Trustee

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

<PAGE>

                             CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA SECTION                                                    INDENTURE SECTION
-----------                                                    -----------------
<S>                                                            <C>
310(a)(1)    ...............................................   708; 710
   (a)(2)    ...............................................   710
   (a)(3)    ...............................................   N.A.
   (a)(4)    ...............................................   N.A.
   (a)(5)    ...............................................   710
   (b)       ...............................................   708; 710
   (c)       ...............................................   N.A.

311(a)       ...............................................   711
   (b)       ...............................................   711
   (c)       ...............................................   N.A.

312(a)       ...............................................   207
   (b)       ...............................................   1203
   (c)       ...............................................   1203

313(a)       ...............................................   706
   (b)       ...............................................   706
   (c)       ...............................................   706; 1202
   (d)       ...............................................   706

314(a)       ...............................................   402; 1202
   (b)       ...............................................   N.A.
   (c)(1)    ...............................................   1204
   (c)(2)    ...............................................   1204
   (c)(3)    ...............................................   N.A.
   (d)       ...............................................   N.A.
   (e)       ...............................................   1205
   (f)       ...............................................   403

315(a)       ...............................................   701
   (b)       ...............................................   705; 1202
   (c)       ...............................................   701
   (d)       ...............................................   701
   (e)       ...............................................   611

316(a)(1)(A) ...............................................   605
   (a)(1)(B) ...............................................   604
   (a)(2)    ...............................................   N.A.
   (b)       ...............................................   607
   (c)       ...............................................   N.A.

317(a)(1)    ...............................................   608
   (a)(2)    ...............................................   609
   (b)       ...............................................   206
   (c)       ...............................................   1201
</TABLE>

----------
*    NOTE: This Cross Reference Table shall not, for any purpose, be deemed part
     of the Indenture.

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                           RECITALS OF THE COMPANY

RECITALS OF THE COMPANY..................................................     1

                               ARTICLE ONE
                Definitions and Incorporation by Reference

SECTION 101. Definitions.................................................     1
"Affiliate"..............................................................     1
"Authorized Newspaper"...................................................     1
"Board of Directors".....................................................     1
"Board Resolution".......................................................     1
"Business Day"...........................................................     1
"Capital Stock"..........................................................     2
"cash"...................................................................     2
"Company"................................................................     2
"Company Request" or "Company Order".....................................     2
"Default"................................................................     2
"Depositary".............................................................     2
"Discount Security"......................................................     2
"Dollar" or "$"..........................................................     2
"Exchange Act"...........................................................     2
"Exchange Securities"....................................................     2
"Holder" or "Securityholder".............................................     3
"Indenture"..............................................................     3
"interest"...............................................................     3
"Interest Payment Date"..................................................     3
"Maturity"...............................................................     3
"Officer"................................................................     3
"Officers' Certificate"..................................................     3
"Opinion of Counsel".....................................................     3
"Periodic Offering"......................................................     3
"Permitted Encumbrances".................................................     3
"Permitted Sale and Leaseback Transaction"...............................     4
"person".................................................................     4
"Place of Payment".......................................................     4
"Predecessor Security"...................................................     4
</TABLE>

----------
*    NOTE: This Table of Contents shall not, for any purpose, be deemed part of
     the Indenture.


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
"Principal" or "Principal Amount"........................................     4
"Redemption Date" or "redemption date"...................................     5
"Redemption Price" or "redemption price".................................     5
"Registered Security"....................................................     5
"Regular Record Date"....................................................     5
"Sale and Leaseback Transaction".........................................     5
"SEC"....................................................................     5
"Securities".............................................................     5
"Securities Act".........................................................     5
"Securities Custodian"...................................................     5
"Securityholder" or "Holder".............................................     5
"Special Record Date"....................................................     5
"Stated Maturity"........................................................     5
"Subsidiary".............................................................     5
"TIA"....................................................................     6
"Trust Officer"..........................................................     6
"Trustee"................................................................     6
"United States"..........................................................     6
"United States Alien"....................................................     6
"United States Person"...................................................     6
"Value"..................................................................     6
SECTION 102. Other Definitions...........................................     6
SECTION 103. Incorporation by Reference of Trust Indenture Act...........     7
SECTION 104. Rules of Construction.......................................     7

                                   ARTICLE TWO
                                 The Securities

SECTION 201. Forms Generally.............................................     7
SECTION 202. Securities in Global Form...................................     8
SECTION 203. Title, Terms and Denominations..............................     9
SECTION 204. Execution, Authentication, Delivery and Dating..............    11
SECTION 205. Registrar and Paying Agent..................................    14
SECTION 206. Paying Agent to Hold Money and Securities in Trust..........    14
SECTION 207. Securityholder Lists........................................    15
SECTION 208. Transfer and Exchange.......................................    15
SECTION 209. Replacement Securities and Coupons..........................    18
SECTION 210. Outstanding Securities; Determinations of Holders' Action...    18
SECTION 211. Temporary Securities........................................    19
SECTION 212. Cancellation................................................    20
SECTION 213. Payment of Interest; Interest Rights Preserved..............    20
SECTION 214. Persons Deemed Owners.......................................    21
SECTION 215. Computation of Interest.....................................    22
SECTION 216. Legends.....................................................    22

                              ARTICLE THREE
                                Redemption
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 301. Right to Redeem; Notices to Trustee.........................    22
SECTION 302. Selection of Securities to be Redeemed......................    23
SECTION 303. Notice of Redemption........................................    23
SECTION 304. Effect of Notice of Redemption..............................    24
SECTION 305. Deposit of Redemption Price.................................    24
SECTION 306. Securities Redeemed in Part.................................    24

                               ARTICLE FOUR
                                Covenants

SECTION 401. Payment of Securities.......................................    25
SECTION 402. SEC Reports.................................................    25
SECTION 403. Compliance Certificate......................................    25
SECTION 404. Further Instruments and Acts................................    26
SECTION 405. Maintenance of Office or Agency.............................    26
SECTION 406. Additional Amounts..........................................    26
SECTION 407. Liens.......................................................    27
SECTION 408. Sale and Leasebacks.........................................    28

                               ARTICLE FIVE
                          Successor Corporation

SECTION 501. When Company May Merge or Transfer Assets...................    29

                               ARTICLE SIX
                          Defaults and Remedies

SECTION 601. Events of Default...........................................    30
SECTION 602. Acceleration................................................    31
SECTION 603. Other Remedies..............................................    31
SECTION 604. Waiver of Past Defaults.....................................    32
SECTION 605. Control by Majority.........................................    32
SECTION 606. Limitation on Suits.........................................    32
SECTION 607. Rights of Holders to Receive Payment........................    33
SECTION 608. Collection Suit by Trustee..................................    33
SECTION 609. Trustee May File Proofs of Claim............................    33
SECTION 610. Priorities..................................................    34
SECTION 611. Undertaking for Costs.......................................    34
SECTION 612. Waiver of Stay, Extension or Usury Laws.....................    35

                              ARTICLE SEVEN
                                 Trustee

SECTION 701. Duties of Trustee...........................................    35
SECTION 702. Rights of Trustee...........................................    36
SECTION 703. Individual Rights of Trustee, etc...........................    37
SECTION 704. Trustee's Disclaimer........................................    37
SECTION 705. Notice of Defaults..........................................    38
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 706. Reports by Trustee to Holders...............................    38
SECTION 707. Compensation and Indemnity..................................    38
SECTION 708. Replacement of Trustee......................................    39
SECTION 709. Successor Trustee by Merger.................................    40
SECTION 710. Eligibility; Disqualification...............................    40
SECTION 711. Preferential Collection of Claims Against Company...........    41

                              ARTICLE EIGHT
                        Satisfaction and Discharge

SECTION 801. Discharge of Liability on Securities........................    41
SECTION 802. Repayment to the Company....................................    41
SECTION 803. Option to Effect Defeasance or Covenant Defeasance..........    42
SECTION 804. Defeasance and Discharge....................................    42
SECTION 805. Covenant Defeasance.........................................    42
SECTION 806. Conditions to Defeasance or Covenant Defeasance.............    43

                               ARTICLE NINE
                         Supplemental Indentures

SECTION 901. Supplemental Indentures without Consent of Holders..........    43
SECTION 902. Supplemental Indentures with Consent of Holders.............    44
SECTION 903. Compliance with Trust Indenture Act.........................    45
SECTION 904. Revocation and Effect of Consents, Waivers and Actions......    45
SECTION 905. Notation on or Exchange of Securities.......................    46
SECTION 906. Trustee to Sign Supplemental Indentures.....................    46
SECTION 907. Effect of Supplemental Indentures...........................    46

                               ARTICLE TEN
                                [Reserved]

                              ARTICLE ELEVEN
                     Actions of Holders of Securities

SECTION 1101. Purposes for which Meetings may be Called..................    46
SECTION 1102. Call, Notice and Place of Meetings.........................    46
SECTION 1103. Persons Entitled to Vote at Meetings.......................    47
SECTION 1104. Quorum; Action.............................................    47
SECTION 1105. Determination of Voting Rights; Conduct and Adjournment of
                 Meetings................................................    48
SECTION 1106. Counting Votes and Recording Action of Meetings............    49
SECTION 1107. Actions of Holders Generally...............................    49

                              ARTICLE TWELVE
                              Miscellaneous

SECTION 1201. Trust Indenture Act Controls...............................    50
SECTION 1202. Notices....................................................    50
SECTION 1203. Communication by Holders with Other Holders................    52
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 1204. Certificate and Opinion as to Conditions Precedent.........    52
SECTION 1205. Statements Required in Certificate or Opinion..............    52
SECTION 1206. Separability Clause........................................    52
SECTION 1207. Rules by Trustee, Paying Agent and Registrar...............    52
SECTION 1208. Legal Holidays.............................................    53
SECTION 1209. Governing Law and Jurisdiction.............................    53
SECTION 1210. No Recourse Against Others.................................    53
SECTION 1211. Successors.................................................    53
SECTION 1212. Effect of Headings and Table of Contents...................    54
SECTION 1213. Benefits of Indenture......................................    54
SECTION 1214. Multiple Originals.........................................    54
</TABLE>

EXHIBITS

Exhibit A: Form of Notes


                                       v

<PAGE>

     INDENTURE dated as of March       , 2006, by and between The Dun &
Bradstreet Corporation, a Delaware corporation ("Company"), and The Bank of New
York, a New York banking corporation, as trustee ("Trustee").

                             RECITALS OF THE COMPANY

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

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders from time to time of the Securities or each
series thereof as follows:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 101. Definitions.

     "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 or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Authorized Newspaper" means a newspaper, in the English language or, at
the option of the Company, in an official language of the country of
publication, customarily published on each Business Day whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such
place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers meeting the foregoing requirements and in each case on any
Business Day.

     "Board of Directors" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means, except as otherwise specified as contemplated by
Section 203(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday,
Tuesday, Wednesday, Thursday and Friday which is


                                        1
<PAGE>

not a day on which banking institutions in that Place of Payment or other
location are authorized or obligated by law or executive order to close.

     "Capital Stock" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

     "cash" means such coin or currency of the United States as at any time of
payment is legal tender for the payment of public and private debts.

     "Company" means the party named as the "Company" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman,
its Chief Executive Officer, its Chief Financial Officer, its President, a
Senior Vice President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

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

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the person specified as
contemplated by Section 203(a) as the Depositary with respect to such series of
Securities, until a successor shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
such successor.

     "Discount Security" means any Security which provides for an amount less
than the Principal Amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 602.

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

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

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


                                        2

<PAGE>


     "Holder" or "Securityholder", when used with respect to any Security, means
a person in whose name a Security is registered on the Registrar's books.

     "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, and shall include the terms of a
particular series of Securities established as contemplated in Section 203(a).

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

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

     "Maturity", when used with respect to any Security, means the date on which
the Principal of such Security or an installment of Principal or, in the case of
a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 602, becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

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

     "Officers' Certificate" means a written certificate containing the
information specified in Sections 1204 and 1205, signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its Chief Financial Officer, its President, a Senior Vice President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee that meets the requirements of Sections 1204 and 1205.
Any such opinion shall comply with the requirements of the TIA and any other
requirements set forth in this Indenture. The counsel may be an employee of or
counsel to the Company.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof, the original issue date or dates thereof, the redemption
provisions, if any, and any other terms specified as contemplated by Section
203(a) with respect thereto, are to be determined by the Company, or one or more
of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

     "Permitted Encumbrances" means:

          (a) liens for taxes not yet due and payable, or being contested in
     good faith by appropriate proceedings, provided that adequate reserves with
     respect thereto are maintained on the books of the Company or the books of
     its Subsidiaries, as the case may be, in conformity with GAAP;


                                        3

<PAGE>

          (b) mechanics', landlords' and similar liens, arising in the ordinary
     course of business securing obligations that are not overdue for a period
     of more than 90 days or that are being contested in good faith by
     appropriate proceedings;

          (c) pledges and deposits made in the ordinary course of business in
     compliance with worker's compensation, unemployment insurance and other
     social security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business and deposits securing liabilities to insurance carriers under
     insurance or self-insurance arrangements; and

          (e) easements, rights-of-way and similar liens incurred in the
     ordinary course of business that do not secure any monetary obligations and
     materially impair the use or value of the property subject thereto or
     materially interfere with the ordinary conduct of the Company's business or
     of the business of its Subsidiaries;

provided, that the term "Permitted Encumbrances" shall not include any lien
securing indebtedness.

     "Permitted Sale and Leaseback Transaction" means any of the following: (1)
temporary leases for a term, including renewals at the option of the lessee, of
not more than three years, (2) leases between only the Company and a Subsidiary
or between Subsidiaries and (3) leases of property executed by the time of, or
within twelve months after the latest of (a) the acquisition, (b) the completion
of construction or improvement, or (c) the commencement of commercial operation
of the property.

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

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where, subject to the provisions of Section 405, the
Principal of and any interest on the Securities of that series are payable as
specified as contemplated by Section 203(a).

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 209 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

     "Principal" or "Principal Amount" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.


                                        4

<PAGE>

     "Redemption Date" or "redemption date", when used with respect to any
Security to be redeemed, shall mean the date specified for redemption of such
Security in accordance with the terms of such Security and this Indenture.

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

     "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 201 which is registered on
the books of the Registrar.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 203(a).

     "Sale and Leaseback Transaction" means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any property that has
been or is to be sold or transferred by the Company or the Subsidiary to such
person.

     "SEC" means the Securities and Exchange Commission.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

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

     "Securities Custodian" means the custodian with respect to any global
security (as appointed by the Depositary), or any successor person thereto, and
shall initially be the Trustee.

     "Securityholder" or "Holder", when used with respect to any Security, means
a person in whose name a Security is registered on the Registrar's books.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 213.

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

     "Subsidiary" means, with respect to any person at any date, any
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held by (i) such person, (ii) such person and one or
more Subsidiaries or (iii) one or more Subsidiaries of such person.


                                        5

<PAGE>

     "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 903.

     "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.

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

     "United States" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.

     "United States Alien" means any person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "United States Person" means any citizen or resident of the United States,
any corporation, partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the income of which is
subject to United States federal income taxation regardless of its source.

     "Value" means, with respect to a Sale and Leaseback Transaction, an amount
equal to the present value of the lease payments with respect to the term of the
lease remaining on the date as of which the amount is being determined, without
regard to any renewal or extension options contained in the lease, discounted at
the weighted average interest rate on the Securities of all series (including
the effective interest rate on any original issue discount Securities) which are
outstanding on the effective date of such Sale and Leaseback Transaction.

SECTION 102. Other Definitions.

<TABLE>
<CAPTION>
TERM                          DEFINED IN SECTION
----                          ------------------
<S>                           <C>
"Bankruptcy Law"...........           601
"Common Depositary"........           202
"Custodian"................           601
"Defaulted Interest".......           213
"Definitive IAI Security...           201
"Event of Default".........           601
"Global IAI Security.......           201
"Legal Holiday"............          1208
"Notice of Default"........           601
"Outstanding"..............           210
"Paying Agent".............           205
"Registrar"................           205
</TABLE>


                                        6

<PAGE>

SECTION 103. Incorporation by Reference of Trust Indenture Act.

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

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder or Securityholder.

     "indenture to be qualified" means this Indenture.

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

     "obligor" on the indenture securities means the Company.

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

SECTION 104. Rules of Construction.

     Unless the context otherwise requires:

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

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles in the
     United States as in effect from time to time;

          (3) "or" is not exclusive;

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

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

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 201. Forms Generally.

     The Registered Securities, if any, of each series and related coupons shall
be in substantially such form (including global form) as shall be established by
delivery to the Trustee of an Officers' Certificate or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or


                                        7

<PAGE>

permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities
or coupons as evidenced by their execution of the Securities or coupons. The
Officers' Certificate so establishing the form of Security or coupons, if any,
of any series shall be delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 204 for the authentication and
delivery of such Securities or coupons.

     The permanent Securities and coupons, if any, shall be printed,
lithographed, engraved or word processed or produced by any combination of these
methods or may be produced in any other manner, provided, that such method is
permitted by the rules of any securities exchange on which such Securities may
be listed, all as determined by the Officers executing such Securities as
evidenced by their execution of such Securities.

SECTION 202. Securities in Global Form.

     If Securities of a series are issuable in temporary or permanent global
form, as specified as contemplated by Section 203(a), then, notwithstanding
clause (10) of Section 203(a) and the provisions of Section 203(b), any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon or otherwise
notated on the books and records of the Registrar and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount of any increase or decrease in the amount of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such person or persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 204 or
Section 211. Subject to the provisions of Section 204 and, if applicable,
Section 211, the Trustee shall deliver and redeliver any Security in global form
in the manner and upon instructions given by the person or persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 204 or 211 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or other notation on the books and
records of the Registrar or delivery or redelivery of a Security of such series
in global form shall be in writing but need not comply with Section 1204 or 1205
and need not be accompanied by an Opinion of Counsel (except as required by
Section 204).

     Securities in global form may be issued in either temporary or permanent
form.

     The provisions of the last sentence of Section 204 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1204 or 1205 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 204.


                                        8

<PAGE>

     Notwithstanding the provisions of Sections 201 and 213, unless otherwise
specified as contemplated by Section 203(a), payment of Principal of and any
interest on any Security in global form shall be made to the person or persons
specified therein.

SECTION 203. Title, Terms and Denominations.

     (a) The aggregate Principal Amount of Securities which may be authenticated
and delivered under this Indenture shall be unlimited.

     The Securities may be issued in one or more series. There shall be
established and, subject to Section 204, set forth, or determined in the manner
provided, in an Officers' Certificate of the Company or established in one or
more indentures supplemental hereto:

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

          (2) any limit upon the aggregate Principal Amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 208, 209, 211, 306, 905 or 1003 and except for
     any Securities which, pursuant to Section 204, are deemed never to have
     been authenticated and delivered hereunder);

          (3) whether any Securities of the series may be represented
     initially by a Security in temporary or permanent global form and, if so,
     the initial Depositary with respect to any such temporary or permanent
     global Security, and if other than as provided in Section 208 or Section
     211, as applicable and whether and the circumstances under which beneficial
     owners of interests in any such temporary or permanent global Security may
     exchange such interests for Securities of such series and of like tenor of
     any authorized form and denomination;

          (4) the person to whom any interest on any Registered Security of the
     series shall be payable, if other than the person in whose name that
     Security (or one or more Predecessor Securities) is registered at the close
     of business on the Regular Record Date for such interest, the manner in
     which, if otherwise than upon presentation and surrender of the coupons
     appertaining thereto as they severally mature, and the extent to which, or
     the manner in which (including any certification requirement and other
     terms and conditions under which), any interest payable on a temporary or
     permanent global Security on an Interest Payment Date will be paid if other
     than in the manner provided in Section 202 and Section 204, as applicable;

          (5) the date or dates on which the Principal of the Securities of the
     series is payable or the method of determination thereof;


                                        9

<PAGE>

          (6) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which any such interest shall
     accrue, the Interest Payment Dates on which any such interest shall be
     payable and the Regular Record Date for any interest payable on any
     Registered Securities on any Interest Payment Date;

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

          (8) the period or periods within which, the price or prices at which
     and the terms and conditions upon which, Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

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

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

          (11) the currency or currencies, including composite currencies, in
     which payment of the Principal of and any interest on the Securities of the
     series shall be payable if other than the currency of the United States,
     and if so, whether the Securities of the series may be satisfied and
     discharged other than as provided in Article VIII;

          (12) if the amount of payments of principal of and any interest on the
     Securities of the series is to be determined with reference to an index,
     formula or other method, or based on a coin or currency other than that in
     which the Securities are stated to be payable, the manner in which such
     amounts shall be determined and the calculation agent, if any, with respect
     thereto;

          (13) if other than the Principal Amount thereof, the portion of the
     Principal Amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 602;

          (14) if the Company will pay additional amounts on any of the
     Securities and coupons, if any, of the series to any Holder who is a United
     States Alien (including any modification in the definition of such term),
     in respect of any tax, assessment or governmental charge withheld or
     deducted, under what circumstances and with what procedures and
     documentation the Company will pay such additional amounts, whether such
     additional amounts will be treated as interest or Principal pursuant to
     this Indenture, and whether the Company will have the option to redeem such
     Securities rather than pay additional amounts (and the terms of any such
     option);


                                       10

<PAGE>

          (16) if other than as defined in Section 101, the meaning of "Business
     Day" when used with respect to any Securities of the series;

          (17) if and the terms and conditions upon which the Securities of the
     series may or must be converted into securities of the Company or exchanged
     for securities of the Company or another enterprise;

          (18) any terms applicable to Original Issue Discount, if any (as that
     term is defined in the Internal Revenue Code of 1986 and the Regulations
     thereunder), including the rate or rates at which such Original Issue
     Discount, if any, shall accrue;

          (19) if the Securities of the series may be issued or delivered
     (whether upon original issuance or upon exchange of a temporary Security of
     such series or otherwise), or any installment of Principal of or any
     interest is payable, only upon receipt of certain certificates or other
     documents or satisfaction of other conditions in addition to those
     specified in this Indenture, the form and terms of such certificates,
     documents or conditions; and

          (20) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(7)).

     All Securities of any one series shall be substantially identical except as
to denomination and the rate or rates of interest, if any, and Stated Maturity,
the date from which interest, if any, shall accrue and except as may otherwise
be provided in or pursuant to an Officers' Certificate pursuant to this Section
203(a) or in any indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series. With respect to Securities of
a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company, designated in an Officers' Certificate, in accordance with the Company
Order as contemplated by the first proviso of the third paragraph of Section
204.

     (b) Unless otherwise provided as contemplated by Section 203(a) with
respect to any series of Securities, any Registered Securities of a series shall
be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 204. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President or one of its Vice
Presidents, or the Treasurer or any Assistant Treasurer, attested by its
Secretary or one of its Assistant Secretaries. The signature of


                                       11

<PAGE>

any of these officers on the Securities may be manual or facsimile. Coupons
shall bear the facsimile signature of the Treasurer or any Assistant Treasurer
of the Company.

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

     At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of the Board Resolution or Officers'
Certificate or supplemental indenture as set forth in Section 203 with respect
to the initial issuance of Securities of any series), the Company may deliver
Securities of any series together with any coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities; provided,
however, that, with respect to Securities of a series subject to a Periodic
Offering, (a) such Company Order may be delivered by the Company to the Trustee
prior to the delivery to the Trustee of such Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Securities of such
series for original issue from time to time, in an aggregate Principal Amount
not exceeding the aggregate Principal Amount established for such series,
pursuant to a Company Order or pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by a Company Order, (c) the rate
or rates of interest, if any, the Stated Maturity or Maturities, the original
issue date or dates, the redemption provisions, if any, and any other terms of
Securities of such series shall be determined by a Company Order or pursuant to
such procedures and (d) if provided for in such procedures, such Company Order
may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company, or the Company's duly authorized agent or agents
designated in an Officers' Certificate, which oral instructions shall be
promptly confirmed in writing. The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if
the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability to existing Holders.

     If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 201 and 203(a) or in a Supplemental
Indenture, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 701) shall be
fully protected in relying upon, an Opinion of Counsel stating:

          (a) that the form and terms of such Securities and any coupons have
     been duly authorized by the Company and established in conformity with the
     provisions of this Indenture;

          (b) that such Securities, together with any coupons appertaining
     thereto, when authenticated and delivered by the Trustee or its
     authenticating agent and issued by the Company in the manner and subject to
     any conditions specified in such Opinion of Counsel, will constitute valid
     and legally binding obligations of the Company, enforceable in accordance
     with their terms, subject to customary exceptions; and


                                       12

<PAGE>

          (c) that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities have been complied with,
     provided, however, that, with respect to Securities of a series subject to
     a Periodic Offering, the Trustee shall be entitled to receive such Opinion
     of Counsel only once at or prior to the time of the first authentication of
     Securities of such series (provided, that such Opinion of Counsel covers
     all Securities of such series) and that the Opinion of Counsel above shall
     state:

               (x) that the forms of such Securities have been, and the terms of
          such Securities (when established in accordance with such procedures
          as may be specified from time to time in a Company Order, all as
          contemplated by and in accordance with an Officers' Certificate
          pursuant to Section 203(a), as the case may be) will have been, duly
          authorized by the Company and established in conformity with the
          provisions of this Indenture; and

               (y) that such Securities, together with the coupons, if any,
          appertaining thereto, when (1) executed by the Company, (2) completed,
          authenticated and delivered by the Trustee in accordance with this
          Indenture, and (3) issued by the Company in the manner and subject to
          any conditions specified in such Opinion of Counsel, will constitute
          valid and legally binding obligations of the Company, enforceable in
          accordance with their terms, subject to customary exceptions.

With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 201 and 203(a) and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume, unless it has actual
knowledge to the contrary, that the Company's instructions to authenticate and
deliver such Securities do not violate any rules, regulations or orders of any
governmental agency or commission having jurisdiction over the Company.

     Notwithstanding the provisions of Section 203(a) and of the preceding three
paragraphs, if all Securities of a series are subject to a Periodic Offering, it
shall not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 203(a) at or prior to the time of authentication of each
Security of such series if such Officers' Certificate is delivered at or prior
to the authentication upon original issuance of the first Security of such
series to be issued.

     Each Registered Security shall be dated the date of its authentication.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.


                                       13

<PAGE>

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

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

                                        The Bank of New York, as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

     Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 212 together with a written statement (which need not comply
with Section 1204 or 1205 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 205. Registrar and Paying Agent.

     The Company shall maintain, with respect to each series of Securities, an
office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where such
Securities may be presented for purchase or payment ("Paying Agent"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term Paying Agent includes any additional paying
agent.

     The Company shall enter into an appropriate agency agreement with respect
to each series of Securities with any Registrar, Paying Agent or co-registrar
(if not the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a Registrar
or Paying Agent for a particular series of Securities, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 707. The Company or any Subsidiary or an Affiliate of either of them may
act as Paying Agent, Registrar or co-registrar.

     The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities and the Trustee, acting through its
Corporate Trust Office in The City of New York.




                                       14

<PAGE>
SECTION 206. Paying Agent to Hold Money and Securities in Trust.

     Except as otherwise provided herein, prior to or by 11:00 a.m. New York
Time on each due date of payments in respect of any series of Securities, the
Company shall deposit with the Paying Agent with respect to such Securities a
sum of money sufficient to make such payments when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by such Paying Agent for the making of payments in
respect of the Securities of such series and shall notify the Trustee of any
default by the Company in making any such payment. At any time during the
continuance of any such default, a Paying Agent shall, upon the written request
of the Trustee, forthwith pay to the Trustee all money so held in trust with
respect to such Securities. If the Company, a Subsidiary or an Affiliate of
either of them acts as Paying Agent for a series of Securities, it shall
segregate the money held by it as Paying Agent with respect to such Securities
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent for a series of Securities to pay all money held by it with respect
to such Securities to the Trustee and to account for any money disbursed by it.
Upon doing so, such Paying Agent shall have no further liability for the money.

SECTION 207. 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
Holders of each series of Securities. If the Trustee is not the Registrar for
any series of Securities, the Company shall cause to be furnished to the Trustee
at least semiannually on June 1 and December 1 a listing of Holders of such
series of Securities dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders of such series of Securities.

SECTION 208. Transfer and Exchange.

     (a) Generally, upon surrender for registration of transfer of any Security
at the office or agency of the Company designated pursuant to Section 405 for
such purpose in a Place of Payment, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations of a like aggregate Principal Amount and tenor. The Company shall
not charge a service charge for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the transfer or exchange of the Securities from the Securityholder requesting
such transfer or exchange (other than any exchange of a temporary Security for a
permanent Security not involving any change in ownership or any exchange
pursuant to Section 211, 306, 905 or 1003, not involving any transfer).

     Notwithstanding any other provisions (other than the provisions set forth
in the sixth and seventh paragraphs) of this Section, a Security in global form
representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.


                                       15

<PAGE>

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

     Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee or a duly appointed authenticating agent shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form in accordance
with the instructions, if any, of the Depositary.

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

     Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 203(a), any global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 203(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate Principal Amount equal to the Principal Amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such global Security, an equal aggregate Principal
Amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such global Security to be exchanged which,
as specified as


                                       16

<PAGE>

contemplated by Section 203(a), shall be in the form of Registered Securities;
provided, however, that notwithstanding the last paragraph of this Section 208,
no such exchanges may occur during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of Securities of that
series to be redeemed and ending on the relevant Redemption Date. If a
Registered Security is issued in exchange for any portion of a global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the person to whom interest in respect of
such portion of such global Security is payable in accordance with the
provisions of this Indenture.

     Upon the exchange of a Security in global form for Securities in definitive
form, such Security in global form shall be cancelled by the Trustee. All
cancelled Securities and coupons held by the Trustee shall be disposed of by the
Trustee in accordance with its customary procedures unless the Company directs,
by Company Order, that the Trustee shall cancel Securities and return them to
the Company. Registered Securities issued in exchange for a Security in global
form pursuant to this Section 208 shall be registered in such names and in such
authorized denominations as the Depositary for such Security in global form,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Registered Securities
to the persons in whose names such Securities are so registered.

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

     Every Registered Security presented or surrendered for registration of
transfer or for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar
duly executed, by the Holder thereof or his attorney duly authorized in writing.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities of
that series to be redeemed and ending (except as otherwise provided in the first
proviso in the eighth paragraph of this Section 208) at the close of business on
the day of the mailing of the relevant notice of redemption or, if Securities of
the series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption, in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


                                       17

<PAGE>

SECTION 209. Replacement Securities and Coupons.

     If (a) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee or paying agent outside the
United States, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
written notice to the Company, any such paying agent or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in exchange for any such mutilated Security or coupon or in lieu of any such
destroyed, lost or stolen Security or coupon, or in exchange for the Security to
which a mutilated, destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not mutilated, destroyed, lost or stolen), a new Security of
the same series and of like tenor and Principal Amount, bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or coupon, or to
the Security to which such destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon (without
surrender thereof except in the case of a mutilated Security or coupon) if the
applicant for such payment shall furnish to the Company and the Trustee for such
Security such security or indemnity as may be required by them to save each of
them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and such Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof.

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

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

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

SECTION 210. Outstanding Securities; Determinations of Holders' Action.


                                       18

<PAGE>

     Securities of any series "Outstanding" at any time are, as of the date of
determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section 210 as not outstanding.
A Security does not cease to be "Outstanding" because the Company or an
Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Trust Officer actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9). In addition, in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the Principal Amount of a Discount
Security that shall be deemed to be Outstanding shall be the amount of the
Principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section 602
and (ii) the Principal Amount of a Security denominated in a foreign currency or
currencies shall be the Dollar equivalent, as determined on the date of original
issuance of such Security, of the Principal Amount (or, in the case of a
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security.

     If a Security has been paid pursuant to Section 209 or in exchange for or
in lieu of which another Security has been authenticated and delivered pursuant
to this Indenture, it ceases to be Outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

     If the Trustee (other than the Company) holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay
Securities and any coupons thereto appertaining payable on that date, then on
and after that date such Securities shall cease to be Outstanding and interest,
if any, on such Securities shall cease to accrue; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

SECTION 211. Temporary Securities.

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


                                       19

<PAGE>

variations as the Officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

     If temporary Securities for some or all of the Securities of any series are
issued, the Company will cause permanent Securities representing such Securities
to be prepared without unreasonable delay. Subject to Section 202, after the
preparation of such permanent Securities, the temporary Securities shall be
exchangeable for such permanent Securities of like tenor upon surrender of the
temporary Securities at the office or agency of the Company designated for such
purpose pursuant to Section 405 in a Place of Payment for such series for the
purpose of exchanges of Securities of such series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount of permanent Securities of the same series and
of like tenor of authorized denominations. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as permanent Securities.

SECTION 212. Cancellation.

     All Securities or coupons surrendered for payment, redemption, registration
of transfer or exchange, or for credit against any sinking fund payment, shall,
if surrendered to any person other than the Trustee, be delivered to the Trustee
and all Registered Securities and matured coupons so delivered shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever (including
Securities received by the Company in exchange or payment for other Securities
of the Company) and may deliver to the Trustee (or to any other person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. The Company
may not reissue, or issue new Securities to replace, Securities it has paid or
delivered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted in the form of Securities for any
particular series or as permitted by this Indenture. All cancelled Securities
and coupons shall be disposed of by the Trustee in accordance with its customary
procedures.

     SECTION 213. Payment of Interest; Interest Rights Preserved.

     Unless otherwise provided as contemplated by Section 203(a) with respect to
any series of Securities, interest on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Registered Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date


                                       20

<PAGE>

by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2)
below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Registered Security and the date of the proposed payment, and at
     the same time the Company shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of Registered
     Securities at his address as it appears in the register of the Securities,
     not less than 10 days prior to such Special Record Date. Notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor having been so mailed, such Defaulted Interest shall be paid to
     the persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following Clause (2).

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

     Subject to the foregoing provisions of this Section and Section 208, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 214. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
Principal of and interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered


                                       21

<PAGE>

Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

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

SECTION 215. Computation of Interest.

     Except as otherwise specified as contemplated by Section 203(a) for
Securities of any series, (i) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.

SECTION 216. Legends.

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

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
     YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
     PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
     OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
     SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
     FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 301. Right to Redeem; Notices to Trustee.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 203(a) for Securities of any series) in
accordance with this Article. In the case of any


                                       22

<PAGE>

redemption at the election of the Company of less than all the Securities of
any series, the Company shall, within the time period set forth below, notify
the Trustee in writing of the Redemption Date, the Principal Amount of and of
any other information necessary to identify the Securities of such series to be
redeemed and the Redemption Price (including the information set forth in
clauses (4), (5) and (6) of Section 303). In the case of any redemption of
Securities of any series, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     The Company shall give notice to the Trustee of any redemption at the
election of the Company at least 45 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

SECTION 302. Selection of Securities to be Redeemed.

     Unless otherwise specified as contemplated by Section 203(a) with respect
to any series of Securities, if less than all the Securities of any series with
the same issue date, interest rate and Stated Maturity are to be redeemed, the
Trustee shall select the particular Securities to be redeemed by such method the
Trustee considers fair and appropriate, which method may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the Principal Amount of Registered Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.
The Trustee shall make the selection not more than 60 days before the Redemption
Date from Outstanding Securities of such series not previously called for
redemption. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly in writing of the Securities to be
redeemed and, in the case of any portions of Securities to be redeemed, the
principal amount thereof to be redeemed.

SECTION 303. Notice of Redemption.

     Unless otherwise specified as contemplated by Section 203(a) with respect
to any series of Securities, at least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail a notice of redemption by first-class
mail, postage prepaid, to each Holder of Securities to be redeemed.

     The notice shall identify the Securities (including CUSIP/ISIN numbers) to
be redeemed and shall state:

     (1)  the Redemption Date;

     (2)  the Redemption Price;

     (3)  if fewer than all the Outstanding Securities of any series are to be
          redeemed, the identification (and, in the case of partial redemption,
          the Principal Amounts) of the particular Securities to be redeemed;


                                       23

<PAGE>

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

     (5)  the place or places where such Securities; and

     (6)  that the redemption is for a sinking fund.


     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; provided, however, that, in
all cases, the text of such Company notice shall be prepared by the Company.

SECTION 304. Effect of Notice of Redemption.

     Once notice of redemption is given, Securities called for redemption become
due and payable on the Redemption Date and at the Redemption Price stated in the
notice, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, together with all coupons, if any, appertaining
thereto maturing after the Redemption Date, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 203(a), installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Sections 208 and
213.

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

SECTION 305. Deposit of Redemption Price.

     Prior to 10:00 a.m., New York Time on the Redemption Date, the Company
shall deposit in the Place of Payment with the Paying Agent (or if the Company
or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which prior thereto have been
delivered by the Company to the Trustee for cancellation. If such money is then
held by the Company in trust and is not required for such purpose, it shall be
discharged from such trust.




                                       24

<PAGE>
SECTION 306. Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and upon such surrender, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security a new Registered Security or Securities of the same
series and of like tenor, in an authorized denomination as requested by such
Holder, equal in aggregate Principal Amount to and in exchange for the
unredeemed portion of the Principal of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 401. Payment of Securities.

     The Company shall promptly make all payments in respect of each series of
Securities on the dates and in the manner provided in the Securities and any
coupons appertaining thereto and, to the extent not otherwise so provided,
pursuant to this Indenture. An installment of Principal of or interest on the
Securities shall be considered paid on the date it is due if the Trustee or a
Paying Agent (other than the Company or an Affiliate of the Company) holds by
10:00 A.M. on that date funds (in the currency or currencies of payment with
respect to such Securities) designated for and sufficient to pay such
installment.

SECTION 402. SEC Reports.

     The Company shall file with the Trustee promptly after it files such annual
and quarterly reports, information, documents and other reports with the SEC,
copies of its annual report and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a).

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 403. Compliance Certificate.

     The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year (beginning with the fiscal year ending on December 31, 2006) an
Officers' Certificate one of the signers of which shall be the principal
executive officer, principal accounting officer, principal financial officer or
treasurer of the Company stating whether or not the signers know of any Default
that occurred during such period. If they do, such Officers' Certificate shall
describe the Default and its status.


                                       25

<PAGE>

SECTION 404. Further Instruments and Acts.

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

SECTION 405. Maintenance of Office or Agency.

     If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Corporate Trust Office of the Trustee in New York, New York, shall be such
office or agency for all of the aforesaid purposes unless the Company shall
maintain some other office or agency for such purposes and shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such other office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the address of the Trustee set
forth in Section 1202.

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



                                       26

<PAGE>
SECTION 406. Additional Amounts.

     If specified as contemplated by Section 203(a), the Securities of a series
may provide for the payment of additional amounts, and in such case, the Company
will pay to the Holder of any Security of such series or any coupon appertaining
thereto additional amounts as provided therein. Wherever in this Indenture there
is mentioned, in any context, the payment of the Principal of or any interest
on, or in respect of, any Security of any series or payment of any related
coupon, such mention shall be deemed to include mention of the payment of
additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

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

SECTION 407. Liens.

     The Company will not, and will not permit any Subsidiary to, create, incur,
assume, or permit to exist any lien on any property or asset to secure any
indebtedness of the Company, any Subsidiary or any other person, or permit any
Subsidiary to do so, without making effective provision whereby the Securities
then outstanding shall be secured by the lien equally and ratably with such
indebtedness for so long as such indebtedness shall be so secured, subject to
the following exceptions:

          (a) Permitted Encumbrances;

          (b) liens existing on the date of this Indenture;


                                       27

<PAGE>

          (c) liens on assets or property of a corporation at the time it
     becomes a Subsidiary securing only indebtedness of such corporation,
     provided such indebtedness was not incurred in connection with such
     corporation becoming a Subsidiary;

          (d) liens existing on assets created at the time of the acquisition,
     purchase, lease, improvement or development of such assets to secure all or
     a portion of the purchase price or lease for, or the costs of improvement
     or development of, such assets;

          (e) liens to secure any extension, renewal, refinancing or refunding
     (or successive extensions, renewals, refinancings or refundings), in whole
     or in part, of any indebtedness secured by liens referred to in this
     Section 407 or liens created in connection with any amendment, consent or
     waiver relating to such indebtedness, so long as such lien does not extend
     to any other property, the amount of indebtedness secured is not increased
     (other than by the amount equal to any costs and expenses incurred in
     connection with any extension, renewal, refinancing or refunding) and the
     indebtedness so secured does not exceed the fair market value (as
     determined by the Board of Directors) of the assets subject to such liens
     at the time of such extension, renewal, refinancing or refunding, or such
     amendment, consent or waiver, as the case may be;

          (f) liens incurred in connection with the financing of accounts
     receivable of the Company or any of its Subsidiaries so long as (1) such
     lien extends only to the assets of the entity that received the proceeds of
     such financing, (2) the lien secures indebtedness not in excess of the
     proceeds received and (3) the aggregate indebtedness secured does not, at
     any time, exceed $200,000,000.

          (g) liens on property incurred in a Permitted Sale and Leaseback
     Transaction;

          (h) liens in favor of only the Company or one or more Subsidiaries
     granted by the Company or a Subsidiary to secure any obligations owed to
     the Company or a Subsidiary;

          (i) liens arising out of a judgment, decree or order of court being
     contested in good faith by appropriate proceedings, provided that adequate
     reserves with respect thereto are maintained on the books of the Company or
     the books of its Subsidiaries, as the case may be, in conformity with GAAP;
     and

          (j) liens not permitted by clauses (a) through (i) of this Section
     407, securing indebtedness which, together with the Sale and Leaseback
     Transactions subject to Section 408, do not at any time exceed the greater
     of (1) 10% of shareholders equity or (2) an aggregate amount of
     $450,000,000.

SECTION 408. Sale and Leasebacks.

     The Company shall not enter into any Sale and Leaseback Transaction (other
than a Permitted Sale and Leaseback Transaction), nor permit any Subsidiary to
do so, unless the Company or such Subsidiary would be entitled to secure the
property to be leased in a principal amount equal to the Value of such Sale and
Leaseback Transaction (without equally and ratably securing the outstanding
Securities) because such liens would be of such character that no violation of
any of the provisions of Section 407 would result.


                                       28

<PAGE>

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 501. When Company May Merge or Transfer Assets.

     The Company may not consolidate or merge with or into, or sell, lease,
convey, transfer or otherwise dispose of the Company's property and assets
substantially as an entirety to another entity unless:

          (a) either (1) the Company shall be the continuing corporation or (2)
     the person (if other than the Company) formed by such consolidation or into
     which the Company is merged or to which all or substantially all of the
     properties and assets of the Company are conveyed or transferred (i) shall
     be a corporation, partnership, limited liability company or trust organized
     and validity existing under the laws of the United States or any state
     thereof or the District of Columbia and (ii) shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, all of the obligations of the Company
     under the Securities and this Indenture;

          (b) immediately after giving effect to such transaction and the
     assumption contemplated by clause (a)(ii) above, no event that, after
     notice or lapse of time or both, would become a Default or Event of
     Default, shall have occurred and be continuing;

          (c) if, as a result of any consolidation, merger, sale or lease,
     conveyance or transfer described in this Section 501, properties or assets
     of the Company would become subject to any lien which and would not be
     permitted by Section 407 without equally and ratably securing the
     Securities, the Company or such successor person, as the case may be, will
     take steps as are necessary to effectively secure the Securities equally
     and ratably with, or prior to, all indebtedness secured by those liens as
     provided in Section 407; and

          (d) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance or transfer and, if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture, comply with this Article and that all conditions
     precedent herein provided for relating to such transaction have been
     satisfied. For purposes of the foregoing, the conveyance or transfer (by
     lease, assignment, sale or otherwise) of the properties and assets of one
     or more Subsidiaries (other than to the Company or another wholly owned
     Subsidiary), which, if such assets were owned by the Company, would
     constitute all or substantially all of the properties and assets of the
     Company, shall be deemed to be the conveyance or transfer of all or
     substantially all of the properties and assets of the Company.

     The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Company under this Indenture with the same effect as if such successor
had been named as the Company herein; and thereafter, except in the case of a
lease of its properties and assets substantially as an entirety, the Company
shall be discharged from all obligations and covenants under this Indenture, the


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<PAGE>

Securities and coupons. The Trustee shall enter into a supplemental indenture to
evidence the succession and substitution of such successor person and such
discharge and release of the Company.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 601. Events of Default.

     Unless otherwise specified as contemplated by Section 203(a) with respect
to any series of securities, an "Event of Default" occurs, with respect to each
series of the Securities individually, if:

          (1) the Company defaults in the payment of interest upon any Security
     of such series when the same becomes due and payable, and such default
     continues for a period of 30 days;

          (2) the Company defaults in the payment of the principal or any
     premium of any Security of such series when due by declaration, when called
     for redemption or otherwise;

          (3) the Company fails to perform or the Company breaches any covenant
     or warranty in the Securities or this Indenture and applicable to the
     Securities, continuing for 90 days after notice to the Company by the
     Trustee or by Holders of at least 25% in principal amount of the
     outstanding Securities;

          (4) there shall have been the entry by a court of competent
     jurisdiction of (a) a decree or order for relief in respect of the Company
     in an involuntary case or proceeding under any applicable Bankruptcy Law or
     (b) a decree or order adjudging the Company bankrupt or insolvent, or
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable federal or state law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator (or other similar official) of the Company or of any
     substantial part of its property, or ordering the wind up or liquidation of
     its affairs, and any such decree or order for relief shall continue to be
     in effect, or any such other decree or order shall be unstayed and in
     effect, for a period of 90 consecutive days;

          (5) (a) the Company commences a voluntary case or proceeding under any
     applicable Bankruptcy Law or any other case or proceeding to be adjudicated
     bankrupt or insolvent, (b) the Company consents to the entry of a decree or
     order for relief in respect of the Company in an involuntary case or
     proceeding under any applicable Bankruptcy Law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, (c) the Company
     files a petition or answer or consent seeking reorganization or
     substantially comparable relief under any applicable federal or state law,
     (d) the Company (x) consents to the filing of such petition or the
     appointment of, or taking possession by, a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or similar official of the Company or of
     any substantial part of its property, (y) makes an assignment for the
     benefit of creditors or (z) admits in writing its inability to pay its
     debts generally as they become due or (e) the Company takes any corporate
     action in furtherance of any such actions in this clause (4); and


                                       30

<PAGE>

          (6) any other Event of Default provided with respect to Securities of
     that series.

     "Bankruptcy Law" means Title 11, United States Code, or any similar federal
or state law for the relief of debtors. "Custodian" means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of such series notify the Company
and the Trustee, of the Default and the Company does not cure such Default
within the time specified in clause (2) above after receipt of such notice. Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

SECTION 602. Acceleration.

     If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in Section 601(3) or (4))
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in aggregate Principal Amount of the Outstanding Securities of
that series by notice to the Company and the Trustee, may declare the Principal
Amount (or, if any of the Securities of that series are Discount Securities,
such portion of the Principal Amount of such Securities as may be specified in
the terms thereof) of all the Securities of that series to be immediately due
and payable. Upon such a declaration, such Principal (or portion thereof) shall
be due and payable immediately. If an Event of Default specified in Section
601(3) or (4) occurs and is continuing, the Principal (or portion thereof) of
all the Securities of that series shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of any series, by notice to the Trustee (and without
notice to any other Securityholder) may rescind an acceleration with respect to
that series and its consequences if the rescission would not conflict with any
judgment or decree and all existing Events of Default with respect to Securities
of such series have been cured or waived except nonpayment of the Principal (or
portion thereof) of Securities of such series that has become due solely as a
result of such acceleration and if all amounts due to the Trustee under Section
707 have been paid. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

SECTION 603. Other Remedies.

     If an Event of Default with respect to a series of Outstanding Securities
occurs and is continuing, the Trustee may pursue any available remedy to (a)
collect the payment of the whole amount then due and payable on such Securities
for Principal and interest, with interest upon the overdue Principal and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest from the date such interest was due, at the rate or
rates prescribed therefor in such Securities and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including amounts due the Trustee under Section 707 or (b) enforce
the performance of any provision of the Securities or this Indenture.


                                       31

<PAGE>

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

SECTION 604. Waiver of Past Defaults.

     The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series, by notice to the Trustee (and without notice to any
other Securityholder), may on behalf of the Holders of all the Securities of
such series and any related coupons waive an existing Default with respect to
such series and its consequences except (1) an Event of Default described in
Section 601(1) with respect to such series or (2) a Default in respect of a
provision that under Section 902 cannot be amended without the consent of the
Holder of each Outstanding Security of such series affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

SECTION 605. Control by Majority.

     The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee with respect to the Securities of such series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability.

SECTION 606. Limitation on Suits.

     A Holder of any Security of any series or any related coupons may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

          (2) the Holders of at least 25% in aggregate Principal Amount of the
     Outstanding Securities of that series make a written request to the Trustee
     to pursue the remedy;

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

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

          (5) the Holders of a majority in aggregate Principal Amount of the
     Outstanding Securities of that series do not give the Trustee a direction
     inconsistent with such request during such 60-day period.


                                       32

<PAGE>

     A Securityholder may not use this Indenture to prejudice the rights of any
other Securityholder or to obtain a preference or priority over any other
Securityholder. A Securityholder may not enforce this Indenture or the
Securities except as herein provided.

SECTION 607. Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right, which is
absolute and unconditional, of any Holder of any Security or coupon to receive
payment of the Principal of and (subject to Section 213) interest on such
Security or payment of such coupon on the Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) held by such Holder, on or after the respective due dates
expressed in the Securities or any Redemption Date, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected adversely without the consent of each such Holder.

SECTION 608. Collection Suit by Trustee.

     If an Event of Default described in Section 601(1) with respect to
Securities of any series occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to such series of Securities and the
amounts provided for in Section 707.

SECTION 609. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue Principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of Principal and
     interest owing and unpaid in respect of the Securities and to file such
     other papers or documents as may be necessary or advisable in order to have
     the claims of the Trustee (including any claim for the compensation,
     expenses, disbursements and advances of the Trustee, its agents and counsel
     and any other amount due the Trustee under Section 707) and of the Holders
     of Securities and coupons allowed in such judicial proceeding, and

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

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay the Trustee any amount


                                       33

<PAGE>

due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 707.

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

SECTION 610. Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order and, in case of the distribution of such
money on account of Principal or interest, upon presentation of the Securities
or coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

          FIRST: to the Trustee for amounts due under Section 707;

          SECOND: to Securityholders for amounts due and unpaid for the
     Principal and interest on the Securities and interest evidenced by coupons
     in respect of which or for the benefit of which such money has been
     collected, ratably, without preference or priority of any kind, according
     to the amounts due and payable on such Securities and coupons for Principal
     and interest, respectively; and

          THIRD: the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 610. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

SECTION 611. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
(other than the Trustee) in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 611 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 607 or a suit by Holders of more than 10%
in aggregate Principal Amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of any Security or coupon for the enforcement
of the payment of the Principal of or interest on any Security or the payment of
any coupon on or after the Stated Maturity or Maturities expressed in such
Security or coupon (or, in the case of redemption, on or after the Redemption
Date).


                                       34

<PAGE>

SECTION 612. Waiver of Stay, Extension or Usury Laws.

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

                                 ARTICLE SEVEN

                                    TRUSTEE

SECTION 701. Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of his/her own affairs.

     (b) Except during the continuance of an Event of Default with respect to
Securities of any series:

          (1) the Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     with respect to any certificates or opinions specifically required to be
     furnished to the Trustee, the Trustee shall examine the certificates and
     opinions to determine whether or not they conform to the requirements of
     this Indenture.

     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

          (1) this paragraph (c) does not limit the effect of paragraph (b) of
     this Section 701;

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

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 605 or exercising any trust or power
     conferred upon the Trustee under this Indenture.


                                       35

<PAGE>

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 701 and
to Section 702 in its entirety.

     (e) The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

     (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall not be
liable for any interest on any money received by it except as the Trustee may
otherwise agree in writing with the Company.

SECTION 702. Rights of Trustee.

     (a) The Trustee may conclusively rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

     (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.

     (d) Subject to the provisions of Section 701(c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

     (e) Subject to the provisions Section 701, the Trustee may conclusively
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, Opinion of Counsel (or both), Company Order
or any other certificate, statement, instrument, opinion report, notice,
request, consent, order, bond, debenture, note, coupon, security or other paper
believed to be genuine and to have been signed or presented by the proper party
or parties.

     (f) Any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Company.

     (g) The Trustee may consult with counsel of its selection and any written
advice or Opinion of Counsel shall, subject to the provisions of Section 701, 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.

     (h) 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, unless
such Securityholders shall have offered to the


                                       36

<PAGE>

Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred therein or thereby.

     (j) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by a Trust Officer at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture.

     (k) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

     (l) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee has
been advised of the likelihood of such loss or damage and regardless of the
form of action.

     (m) In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including,
without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.

SECTION 703. Individual Rights of Trustee, etc.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities or coupons and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar or co-registrar or any other agent of the Company may do the
same with like rights. However, the Trustee must comply with Sections 710 and
711.

SECTION 704. Trustee's Disclaimer.

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities or coupons. The Trustee shall not be accountable for the
Company's use of the proceeds from the Securities and, shall not be responsible
for any statement in the registration statement for the Securities under the
Securities Act or in the Indenture or the Securities or any coupons (other than
its certificate of authentication) or for the determination as to which
beneficial owners are entitled to receive any notices hereunder.


                                       37

<PAGE>

SECTION 705. Notice of Defaults.

     If a Default with respect to the Securities of any series occurs and is
continuing and if it is known to a Trust Officer, the Trustee shall give to each
Holder of Securities of such series notice of such Default in the manner set
forth in TIA Section 315(b) within 90 days after it occurs. Except in the case
of a Default described in Section 601(1) with respect to any Security of such
series or a Default in the payment of any sinking fund installment with respect
to any Security of such series, the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of the Holders of Securities of such
series.

SECTION 706. Reports by Trustee to Holders.

     Within 60 days after each           beginning with the          following
the date of this Indenture, the Trustee shall mail to each Holder of Securities
a brief report dated as of such           that complies with TIA Section 313(a),
if required by such Section 313(a). The Trustee also shall comply with TIA
Section 313(b) and (c).

     A copy of each report at the time of its mailing to Holders of Securities
shall be filed with the SEC and each stock exchange on which the Securities of
that series may be listed. The Company agrees to notify promptly the Trustee
whenever the Securities of a particular series become listed on any stock
exchange and of any delisting thereof.

SECTION 707. Compensation and Indemnity.

          The Company agrees:

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

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

          (c) to indemnify each of the Trustee and any predecessor trustee for,
     and to hold it harmless against, any 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 trust,
     including the costs and expenses of defending itself against any claim
     whether asserted by the Company, a Holder or any other Person or liability
     in connection with the exercise or performance of any of its powers or
     duties hereunder.

     To secure the Company's payment obligations in this Section 707, the
Trustee shall have a lien prior to the Securities and any coupons on all money
or property held or collected by the


                                       38

<PAGE>

Trustee, except that held in trust to pay the Principal of or interest, if any,
on particular Securities or for the payment of particular coupons.

     The Company's payment obligations pursuant to this Section 707 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 601(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 708. Replacement of Trustee.

     The Trustee may resign by so notifying the Company; provided, however, no
such resignation shall be effective until a successor Trustee has accepted its
appointment pursuant to this Section 708. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series at the time
outstanding may remove the Trustee with respect to the Securities of such series
by so notifying the Trustee. The Company shall remove the Trustee if:

          (1) the Trustee fails to comply with Section 710;

          (2) the Trustee is adjudged bankrupt or insolvent;

          (3) a receiver or public officer takes charge of the Trustee or its
     property; or

          (4) the Trustee otherwise becomes incapable of acting. If the Trustee
     resigns or is removed or if a vacancy exists in the office of the Trustee
     for any reason, with respect to the Securities of one or more series, the
     Company shall promptly appoint, by resolution of its Board of Directors, a
     successor Trustee with respect to the Securities of that or those series
     (it being understood that any such successor Trustee may be appointed with
     respect to the Securities of one or more or all of such series and that at
     any time there shall be only one Trustee with respect to the Securities of
     any series).

     If the Trustee for the Securities of any series shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Trustee for the Securities of any series for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of such series.

     In the case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders of Securities of the particular series with respect
to which such successor Trustee has been appointed. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 707.

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


                                       39

<PAGE>

(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees as co-Trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, subject, nevertheless, to its lien, if any,
provided for in Section 707.

     If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of such series at the time
outstanding may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     If the Trustee fails to comply with Section 710, any Holder of a Security
of such series may petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor Trustee.

SECTION 709. Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

SECTION 710. Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1) and 310(a)(5). The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with TIA Section 310(b), including the
optional provision permitted by the second sentence of TIA Section 310(b)(9). In
determining whether the Trustee has conflicting interests as defined in TIA


                                       40

<PAGE>

Section 310(b)(1), the provisions contained in the proviso to TIA Section
310(b)(1) shall be deemed incorporated herein.

SECTION 711. Preferential Collection of Claims Against Company.

     The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                 ARTICLE EIGHT

                           SATISFACTION AND DISCHARGE

SECTION 801. Discharge of Liability on Securities.

     Except as otherwise contemplated by Section 203(a), when (a) the Company
delivers to the Trustee all Outstanding Securities or all Outstanding Securities
of any series, as the case may be, theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (i) Securities or
Securities of such series, as the case may be, and coupons, if any, which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 209, (ii) coupons, if any, appertaining to Securities or Securities
of such series, as the case may be, called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section
304, and (iii) Securities or Securities of such series, as the case may be, and
coupons, if any, for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 204) for
cancellation or (b) all Outstanding Securities have become due and payable and
the Company deposits with the Trustee cash sufficient to pay at Stated Maturity
the Principal Amount of all Principal of and interest on Outstanding Securities
or all Outstanding Securities of such series (other than Securities replaced
pursuant to Section 209), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section
707, cease to be of further effect as to all Outstanding Securities or all
Outstanding Securities of any series, as the case may be. The Trustee shall join
in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the cost
and expense of the Company.

SECTION 802. Repayment to the Company.

     At the request of the Company, the Trustee and the Paying Agent shall
return to the Company on Company Request any money held by them for the payment
of any amount with respect to the Securities that remains unclaimed for two
years; provided, however, that the Trustee or such Paying Agent, before being
required to make any such return, shall, at the expense and direction of the
Company, cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed money then remaining
will be returned to the Company. After return to the Company, Holders entitled


                                       41

<PAGE>

to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

SECTION 803. Option to Effect Defeasance or Covenant Defeasance.

     Unless otherwise specified as contemplated by Section 203(a) with respect
to Securities of a particular series, the Company, may at its option, by Board
Resolution, at any time, with respect to any series of Securities, elect to have
either Section 804 or Section 805 be applied to all of the outstanding
Securities of any series (the "Defeased Securities"), upon compliance with the
conditions set forth in this Article VIII.

SECTION 804. Defeasance and Discharge.

     Upon the Company's exercise under Section 803 of the option applicable to
this Section 804, the Company shall be deemed to have been discharged from its
obligations with respect to the Defeased Securities on the date the conditions
set forth below in Section 806 are satisfied (hereinafter "defeasance"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the defeased
Securities, which shall thereafter be deemed to be "outstanding" only for the
purposes of Sections 204, 205, 206, 209, 211, 212, 401, 405, 606, 607, 707, 708
and 802 of this Indenture and to have satisfied all its other obligations under
such series of Securities and this Indenture and cured all existing Events of
Default insofar as such series of Securities are concerned (and the Trustee, at
the expense of the Company, and, upon written request, shall execute proper
instruments acknowledging the same). Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 804 notwithstanding
the prior exercise of its option under Section 805 with respect to a series of
Securities.

SECTION 805. Covenant Defeasance.

     Upon the Company's exercise under Section 803 of the option applicable
under this Section 805, the Company shall be released from its obligations under
Sections 403, 407 and 408 and Article V and such other provisions as may be
provided as contemplated by Section 203(a) with respect to Securities of a
particular series and with respect to the Defeased Securities on and after the
date the conditions set forth below in Section 806 are satisfied (hereinafter
"covenant defeasance"), and the Defeased Securities shall thereafter be deemed
to be not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences if any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the Defeased Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or Article described in this Section
805, whether directly or indirectly, by reason of any reference elsewhere herein
to any such Section or Article described in this Section 805 or by reason of any
reference in any such Section or Article described in this Section 805 to any
other provisions herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 601 but,
except as specified above, the remainder of this Indenture and such Defeased
Securities shall be unaffected thereby.


                                       42

<PAGE>

SECTION 806. Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 804
or Section 805 to a series of outstanding Securities.

          (a) The Company shall have irrevocably deposited with the Trustee, in
     trust, (i) sufficient funds as certified by an independent firm of
     certified public accountants in the currency or currency unit in which the
     Securities of such series are denominated to pay the Principal of and
     interest to Stated Maturity (or redemption) on, the Debt Securities of such
     series, or (ii) such amount of direct obligations of, or obligations the
     principal of and interest on which are fully guaranteed by, the government
     which issued the currency in which the Securities of such series are
     denominated, and which are not subject to prepayment, redemption or call,
     as will, together with the predetermined and certain income to accrue
     thereon without consideration of any reinvestment thereof, be sufficient as
     certified by an independent firm of certified public accountants to pay
     when due the Principal of, and interest to Stated Maturity (or redemption)
     on, the Debt Securities of such series.

          (b) The Company shall (i) have delivered an opinion of counsel that
     the Holders of the Securities of such series will not recognize income,
     gain or loss for United States Federal income tax purposes as a result of
     such defeasance, and will be subject to tax in the same manner as if no
     defeasance and discharge or covenant defeasance, as the case may be, had
     occurred or (ii) in the case of an election under Section 8.4 the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that (A) the Company has received from, or there has been published by, the
     Internal Revenue Service a ruling or (B) since the date this Indenture was
     first executed, there has been a change in the applicable Federal income
     tax law, in either case to the effect that, and based thereon such Opinion
     of Counsel in the United States shall confirm that, the holders of
     Outstanding Securities of that particular series will not recognize income,
     gain or loss for Federal income tax purposes as a result of such
     defeasance.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders of Securities or coupons, the Company
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

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


                                       43

<PAGE>

          (3) to establish the form or terms of Securities of any series and any
     related coupons as permitted by Sections 201 and 203(a), respectively; or

          (4) 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 708; or

          (5) to cure any ambiguity, defect or inconsistency; or

          (6) to add to, change or eliminate any of the provisions of this
     Indenture (which addition, change or elimination may apply to one or more
     series of Securities), provided, that any such addition, change or
     elimination shall neither (A) apply to any Security of any series created
     prior to the execution of such supplemental indenture and entitled to the
     benefit of such provision nor (B) modify the rights of the Holder of any
     such Security with respect to such provision; or

          (7) to secure the Securities; or

          (8) to make any other change that does not adversely affect the rights
     of any Securityholder.

SECTION 902. Supplemental Indentures with Consent of Holders.

     With the written consent of the Holders of at least a majority in aggregate
Principal Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; provided, however, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

          (1) change the Stated Maturity of the Principal of, or any installment
     of Principal or interest on, any such Security, or reduce the Principal
     Amount thereof or the rate of interest thereon or any premium payable upon
     redemption thereof or reduce the amount of Principal of any such Discount
     Security that would be due and payable upon a declaration of acceleration
     of maturity thereof pursuant to Section 602, or change the Place of
     Payment, or change the coin or currency in which, any Principal of, or any
     installment of interest on, any such Security is payable, or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date);

          (2) reduce the percentage in Principal Amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such amendment or supplemental indenture, or the consent of whose Holders
     is required for any waiver (of compliance with


                                       44

<PAGE>

     certain provisions of this Indenture or certain de faults hereunder and
     their consequences) with respect to the Securities of such series provided
     for in this Indenture; or

          (3) modify any of the provisions of this Section, Section 604 or 607,
     except to increase the percentage of Outstanding Securities of such series
     required for such actions to provide that certain other provisions of this
     Indenture cannot be modified or waived without the consent of the Holder of
     each Outstanding Security affected thereby.

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

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

     After an amendment or supplemental indenture under this Section 902 becomes
effective, the Company shall mail to each Holder of the particular Securities
affected thereby a notice briefly describing the amendment.

SECTION 903. Compliance with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall comply
with the TIA as then in effect.

SECTION 904. Revocation and Effect of Consents, Waivers and Actions.

     Until an amendment or waiver with respect to a series of Securities becomes
effective, a consent to it or any other action by a Holder of a Security of that
series hereunder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of that Security that evidences the same
obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the Company or an agent of the Company certifies to the
Trustee that the consent of the requisite aggregate Principal Amount of the
Securities of that series has been obtained. After an amendment, waiver or
action becomes effective, it shall bind every Holder of Securities of that
series.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to a series of Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders of Securities of that series at such record date
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.


                                       45

<PAGE>

SECTION 905. Notation on or Exchange of Securities.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture with respect to such series pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of such series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities of that series.

SECTION 906. Trustee to Sign Supplemental Indentures.

     The Trustee shall sign any supplemental indenture authorized pursuant to
this Article 9 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment, the Trustee shall be entitled to
receive, and (subject to the provisions of Section 701) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

SECTION 907. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                               ARTICLE TEN

                                [RESERVED]

                              ARTICLE ELEVEN

                        ACTIONS OF HOLDERS OF SECURITIES

SECTION 1101. Purposes for which Meetings may be Called.

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

SECTION 1102. Call, Notice and Place of Meetings.

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1101, to be held at such time
and at such place in the


                                       46

<PAGE>
Borough of Manhattan, The City of New York or, with the approval of the
Company, at any other place. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1202, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

     (b) In case at any time the Company or the Holders of at least 10% in
Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1101, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, or in such other place as shall be determined and approved
by the Company, for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section 1102.

SECTION 1103. Persons Entitled to Vote at Meetings.

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

SECTION 1104. Quorum; Action.

     The persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case, the meeting may be adjourned for a period determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1102(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


                                       47

<PAGE>

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

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

SECTION 1105. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1107 and the
appointment of any proxy shall be proved in the manner specified in Section
1107. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1107 or other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1102(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting.

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

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 1102 at which a quorum is present may be adjourned from time to time
by persons entitled to


                                       48

<PAGE>

vote a majority in Principal Amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.

SECTION 1106. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed signatures of the Holders of Securities of such series or of their
representatives by proxy and the Principal Amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1102 and, if applicable, Section 1104.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 1107. Actions of Holders Generally.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 701) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1106.

     (b) The fact and date of the execution by any person of any such instrument
or writing, or the authority of the persons executing the same, may be proved in
any reasonable manner which the Trustee deems sufficient.

     (c) The Principal Amount and serial numbers of Registered Securities held
by the person, and the date of holding the same, shall be proved by the books of
the Registrar.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other act of the Holder of any Security in accordance with this Section shall
bind every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer


                                       49

<PAGE>

thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

     (e) In the event of a solicitation from the Holders of any request, demand,
authorization, direction, notice, consent, waiver or other act in accordance
with this Section, the Company may, at its option, by or pursuant to an
Officers' Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If not set by the Company prior to
the first solicitation of Holders of a particular series made by any Person in
respect of any such action, or in the case of any such vote, prior to such vote,
the record date for any such action or vote shall be 30 days prior to the first
solicitation of such vote or consent. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite percentage of
Outstanding Securities or Outstanding Securities of a series, as the case may
be, have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the Outstanding Securities or Outstanding Securities of the series, as
the case may be, shall be computed as of such record date; provided, that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless such request, demand, authorization, direction,
notice, consent, waiver or other act shall become effective pursuant to the
provisions of clause (a) of this Section 1107 not later than six months after
the record date.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 1201. Trust Indenture Act Controls.

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

SECTION 1202. Notices.

     Any notice or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid; provided, that any notice or
communication by and among the Trustee and the Company may be made by telecopy
or other commercially accepted electronic means and shall be effective upon
receipt thereof and shall be confirmed in writing, mailed by first-class mail,
postage prepaid, addressed as follows:

          if to the Company:


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<PAGE>

          The Dun & Bradstreet Corporation
          103 JFK Parkway
          Short Hills, New Jersey 07078

          Attention: Treasurer

          if to the Trustee:

          The Bank of New York
          101 Barclay Street, 8 West
          New York, New York 10286

          Attention: Corporate Trust Trustee Administration
          Facsimile: 212-815-5707

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.

     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.

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

     If the Company mails a notice or communication to the Holders of Securities
of a particular series, it shall mail a copy to the Trustee and each Registrar,
co-registrar or Paying Agent, as the case may be, with respect to such series.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with the
acceptance of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities given as provided herein.

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


                                       51

<PAGE>

SECTION 1203. Communication by Holders with Other Holders.

     Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent with
respect to a particular series of Securities, and anyone else, shall have the
protection of TIA Section 312(c).

SECTION 1204. Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

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

     (2) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with, provided, however, that such
Opinion of Counsel shall not be required in connection with the initial issuance
of Securities hereunder.

SECTION 1205. Statements Required in Certificate or Opinion.

     Each Officer's Certificate or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture shall include:

     (1) statement that each person making such Officers' Certificate or Opinion
of Counsel has read such covenant or condition;

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

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

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

SECTION 1206. Separability Clause.

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

SECTION 1207. Rules by Trustee, Paying Agent and Registrar.


                                       52

<PAGE>

     With respect to the Securities of a particular series, the Trustee with
respect to such series of Securities may make reasonable rules for action by or
a meeting of Holders of such series of Securities. With respect to the
Securities of a particular series, the Registrar and the Paying Agent with
respect to such series of Securities may make reasonable rules for their
functions.

SECTION 1208. Legal Holidays.

     A "Legal Holiday" is any day other than a Business Day. If any specified
date (including an Interest Payment Date, Redemption Date or Stated Maturity of
any Security, or a date for giving notice) is a Legal Holiday at any Place of
Payment or place for giving notice, then (notwithstanding any other provision of
this Indenture or of the Securities or coupons other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section) payment of interest or Principal need not be made
at such Place of Payment, or such other action need not be taken, on such date,
but the action shall be taken on the next succeeding day that is not a Legal
Holiday at such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity or such
other date and to the extent applicable no Original Issue Discount or interest,
if any, shall accrue for the intervening period.

SECTION 1209. Governing Law and Jurisdiction.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY,
THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH
ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY
WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III)
IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK
STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND (C)
THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 1210. No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the 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 Holder of such
Security shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Securities.



                                       53

<PAGE>
SECTION 1211. Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 1212. Effect of Headings and Table of Contents.

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

SECTION 1213. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any person, other than the parties hereto and their successors hereunder
and the Holders of Securities, any benefits or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 1214. Multiple Originals.

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

SECTION 1215. Waiver of Jury Trial.

     EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST
     EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY.


                                       54

<PAGE>

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

                                        THE DUN & BRADSTREET CORPORATION


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


                                        THE BANK OF NEW YORK, as Trustee


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


                                       55

<PAGE>

                                                                       Exhibit A

                                  FORM OF NOTE

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

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

<PAGE>

                        THE DUN & BRADSTREET CORPORATION

                                Senior Notes due

CUSIP No.:                                                       Note No.: N-1
ISIN No.:
Common Code No.:

     THE DUN & BRADSTREET CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum as set forth in the attached Schedule of Increases and Decreases
on      , and to pay interest thereon from      or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on       and       in each year, commencing      , at the rate of
     % per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the      or       (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
mailed to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

     Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the Corporate Trust Office of the Trustee in The
Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

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


                                        2

<PAGE>

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

                                        THE DUN & BRADSTREET CORPORATION


                                        By:
                                            ------------------------------------
                                        Attest:
                                                --------------------------------


                                        3

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                        THE BANK OF NEW YORK, as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory


                                        4

<PAGE>

                              [REVERSE OF SECURITY]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of       (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and The Bank of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate
principal amount to $     , subject to certain exceptions referred to in the
Indenture. In addition, the Company may from time to time without the consent of
the Holders of Securities create and issue further securities having the same
terms and conditions as the Securities in all respects (or in all respects
except for the issue date and issue price) and so that such further issue shall
be consolidated and form a single series with the outstanding securities of this
series (including the Securities) or upon such terms as the Company may
determine at the time of their issue. References herein to the Securities
include (unless the context requires otherwise) any other securities issued as
described in this paragraph and forming a single series with the Securities.

     The Securities of this series are subject to redemption upon not less than
30 days' notice by mail, in whole or in part, at the option of the Company at
any time at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities so redeemed or (ii) as determined by a Quotation Agent,
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including any portion of such payments of interest
accrued as of 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 Treasury Rate, plus       basis points plus, in each case, accrued interest
thereon to the Redemption Date.

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

     "Reference Treasury Dealer" means (i) each of Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. and their respective successors unless any of
them shall cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), in which case the Company shall substitute
another Primary Treasury Dealer, and (ii) any other two Primary Treasury Dealers
selected by the Company.

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


                                        5

<PAGE>
     "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
third business day immediately preceding that redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Reference Treasury Dealer
Quotations that redemption date. The Treasury Rate will be calculated on the
third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

     This Security shall have the benefit of the covenants and agreements set
forth in the Indenture. The Indenture contains provisions for defeasance of the
entire indebtedness of this Security or certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 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 specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

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


                                        6

<PAGE>

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the security register,
upon surrender of this Security for transfer at the office or agency of the
Company in any place where the principal of and any premium and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

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

     No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

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

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of the Security.

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

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

                       SCHEDULE OF INCREASES OR DECREASES

              The initial principal amount of this Global Note is
                $     . The following increases or decreases in
                        this Global Note have been made:


                                        7

<PAGE>

<TABLE>
<CAPTION>
                                                                  Principal Amount of       Signature of
                    Amount of decrease   Amount of increase in     this Global Note     authorized signatory
                   in Principal Amount    Principal Amount of       following such       of Trustee or Notes
Date of Exchange   of this Global Note      this Global Note     decrease or increase         Custodian
----------------   -------------------   ---------------------   --------------------   --------------------
<S>                <C>                   <C>                     <C>                    <C>

</TABLE>


                                        8