<PAGE>



                              BELLSOUTH CORPORATION

                                       and

                            THE CHASE MANHATTAN BANK

                                                                         Trustee

                                    INDENTURE
                           Dated as of August 15, 2001

                 Providing for Issuance of Securities in Series


                                     Page 1
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TABLE OF CONTENTS*

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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION  1.01.  Definitions...............................................    6
SECTION  1.02.  Other Definitions.........................................    8
SECTION  1.03.  Incorporation by Reference of Trust Indenture Act.........    9
SECTION  1.04.  Rules of Construction.....................................    9

                                    ARTICLE 2

                                 THE SECURITIES

SECTION  2.01.  Issuable in Series........................................    9
SECTION  2.02.  Establishment of Terms and Form of Series of Securities...   10
SECTION  2.03.  Execution, Authentication and Delivery....................   12
SECTION  2.04.  Registrar and Paying Agent................................   14
SECTION  2.05.  Payment on Securities.....................................   14
SECTION  2.06.  Paying Agent to Hold Money in Trust.......................   15
SECTION  2.07.  Securityholder Lists; Ownership of Securities.............   15
SECTION  2.08.  Transfer and Exchange.....................................   16
SECTION  2.09.  Replacement Securities....................................   18
SECTION  2.10.  Outstanding Securities....................................   18
SECTION  2.11.  Treasury Securities.......................................   19
SECTION  2.12.  Temporary Securities......................................   19
SECTION  2.13.  Cancellation..............................................   20
SECTION  2.14.  Defaulted Interest........................................   20
SECTION  2.15.  CUSIP Numbers.............................................   20

                                    ARTICLE 3

                                   REDEMPTION

SECTION  3.01.  Notice to Trustee.........................................   21
SECTION  3.02.  Selection of Securities to be Redeemed....................   21
SECTION  3.03.  Notice of Redemption......................................   21
SECTION  3.04.  Effect of Notice of Redemption............................   22
SECTION  3.05.  Deposit of Redemption Price...............................   22
SECTION  3.06.  Securities Redeemed in Part...............................   22
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                                    ARTICLE 4

                                    COVENANTS

SECTION  4.01.  Payment of Securities.....................................   22
SECTION  4.02.  Lien on Assets............................................   22
SECTION  4.03.  Reports by the Company....................................   23
SECTION  4.04.  Calculation of Original Issue Discount....................   23

                                    ARTICLE 5

                                   SUCCESSORS

SECTION  5.01.  When the Company May Merge, etc...........................   24

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION  6.01.  Events of Default.........................................   24
SECTION  6.02.  Acceleration..............................................   25
SECTION  6.03.  Other Remedies Available to Trustee.......................   25
SECTION  6.04.  Waiver of Existing Defaults; Rescission of Acceleration...   25
SECTION  6.05.  Control by Majority.......................................   25
SECTION  6.06.  Limitation on Suits by Securityholders....................   26
SECTION  6.07.  Rights of Holders to Receive Payment......................   26
SECTION  6.08.  Collection Suits by Trustee...............................   27
SECTION  6.09.  Trustee May File Proofs of Claim..........................   27
SECTION  6.10.  Priorities................................................   27
SECTION  6.11.  Undertaking for Costs.....................................   27

                                    ARTICLE 7

                                     TRUSTEE

SECTION  7.01.  Duties of Trustee.........................................   28
SECTION  7.02.  Rights of Trustee.........................................   29
SECTION  7.03.  Individual Rights of Trustee..............................   30
SECTION  7.04.  Trustee's Disclaimer......................................   30
SECTION  7.05.  Notice of Defaults........................................   30
SECTION  7.06.  Reports by Trustee to Holders.............................   30
SECTION  7.07.  Compensation and Indemnity................................   30
SECTION  7.08.  Replacement of Trustee....................................   31
SECTION  7.09.  Successor Trustee, Agents by Merger, etc..................   33
SECTION  7.10.  Eligibility...............................................   33
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                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION  8.01.  Termination of the Company's Obligations..................   33
SECTION  8.02.  Application of Trust Money................................   34
SECTION  8.03.  Repayment to the Company..................................   34
SECTION  8.04.  Indemnity for Government Obligations......................   34

                                    ARTICLE 9

                             AMENDMENTS AND WAIVERS

SECTION  9.01.  Without Consent of Holders................................   34
SECTION  9.02.  With Consent of Holders...................................   35
SECTION  9.03.  Revocation and Effect of Consents.........................   36
SECTION  9.04.  Notation on or Exchange of Securities.....................   36
SECTION  9.05.  Trustee Protected.........................................   36

                                   ARTICLE 10

                                  SINKING FUNDS

SECTION  10.01. Applicability of Article..................................   36
SECTION  10.02. Satisfaction of Sinking Fund Payments with Securities.....   36
SECTION  10.03. Redemption of Securities for Sinking Fund.................   37

                                   ARTICLE 11

                                  MISCELLANEOUS

SECTION  11.01. Trust Indenture Act Controls..............................   37
SECTION  11.02. Notices...................................................   37
SECTION  11.03. Acts of Securityholders...................................   38
SECTION  11.04. Determination of Voting Rights; Conduct of Meetings.......   39
SECTION  11.05. Certificate and Opinion as to Conditions Precedent........   39
SECTION  11.06. Statements Required in Certificate or Opinion.............   39
SECTION  11.07. Rules by Trustee and Agents...............................   40
SECTION  11.08. Legal Holidays............................................   40
SECTION  11.09. Governing Law.............................................   40
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SECTION  11.10. No Adverse Interpretation of Other Agreements.............   40
SECTION  11.11. No Recourse Against Others................................   40
SECTION  11.12. Securities in Foreign Currencies..........................   40
SECTION  11.13. Currencies................................................   40
SECTION  11.14. Execution in Counterparts.................................   40
SIGNATURES................................................................   41
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*        This Table of Contents Does not Constitute Part of the Indenture.


                                     Page 5
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         INDENTURE dated as of August 15, 2001 between BELLSOUTH CORPORATION,
Georgia corporation ("Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation ("Trustee").

                                    RECITALS

         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 ("Securities") as herein
provided.

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

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

         "Affiliate" means any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Company.

         "Agent" means any authenticating agent, Paying Agent, Registrar or
co-Registrar.

         "Authorized Newspaper" means a newspaper of general circulation, in an
official language of the country of publication or in the English language,
customarily published on days other than Legal Holidays in such country.
Whenever successive weekly publications in an Authorized Newspaper are required
hereunder, they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or different Authorized
Newspapers.

         "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.

         "Board Resolution" means a copy of a resolution of the Board of
Directors, 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.

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions hereof and
thereafter means the successor.

         "Company Order" means an order signed by two Officers of the Company.

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


                                     Page 6
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         "Depositary" means, with respect to the Securities of any Series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary pursuant to Section 2.02 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such Series
shall mean the Depositary with respect to the Registered Global Securities of
that Series.

         "Holder" or "Securityholder" means the bearer of an Unregistered
Security or of a coupon appertaining thereto or the person in whose name a
Registered Security is registered on the Registrar's books.

         "Indenture" means this Indenture as amended or supplemented from time
to time and shall include the forms and terms of a particular Series of
Securities established as contemplated hereunder.

         "Officer" means the chairman of the board of directors, the chief
executive officer, the president, the chief financial officer, any
vice-president, the treasurer, the general counsel, the secretary of the Company
or, in the absence of the secretary or treasurer, any assistant secretary or
assistant treasurer.

         "Officers' Certificate" means a certificate signed by two Officers of
the Company.

         "Opinion of Counsel" means a written opinion of legal counsel who is
acceptable to the Company. Counsel may be an employee of or counsel to the
Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02.

         The term "principal" of a Security means the principal amount of the
Security plus, when appropriate, the premium, if any, on the Security.

         "Registered Global Security" means a Security evidencing all or a part
of a Series of Registered Securities, issued to the Depositary for such Series
in accordance with Section 2.03 and bearing the legend prescribed in Section
2.03.

         "Registered Security" means any Security issued hereunder and
registered by the Registrar.

         "Responsible Officer," when used with respect to the Trustee, shall
mean any officer of the Trustee with direct responsibility for the
administration of this Indenture, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject.

         "SEC" means the Securities and Exchange Commission.

         "Series" or "Series of Securities" means a series of Securities.

         "Securities" means the debentures, notes and other obligations of the


                                     Page 7
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Company issued, authenticated and delivered under this Indenture.

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

         "TIA" means the Trust Indenture Act of 1939, as amended, as in effect
on the date of this Indenture (15 U.S.C. Section 77aaa et. seq.); provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendments, the Trust
Indenture ct of 1939 as so amended.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions hereof and
thereafter means the successor and if, at any time, there is more than one
Trustee, "Trustee" as used with respect to the Securities of any Series shall
mean the Trustee with respect to that Series.

         "U.S. person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or a political subdivision thereof, or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and all
other area subject to its jurisdiction.

         "Unregistered Security" means any Security issued hereunder which is
not a Registered Security.

         "Yield to Maturity" of a Series of Securities means the yield to
maturity, calculated by the Company at the time of issuance of such Series or,
if applicable, at the most recent determination of interest on such Series in
accordance with accepted financial practice.

SECTION 1.02.     Other Definitions.

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Term                                                            Section
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"Bankruptcy Law"............................................      6.01
"Custodian".................................................      6.01
"Event of Default"..........................................      6.01
"Legal Holiday".............................................     11.08
"Paying Agent"..............................................      2.04
"Registrar".................................................      2.04
"U.S. Government Obligations"...............................      8.01
</TABLE>


                                     Page 8
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SECTION 1.03.     Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder or a
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 terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them therein.

SECTION 1.04.     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 accounting principles
         generally accepted in the United States of America; and

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

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01.     Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. There may be Registered Securities and Unregistered
Securities within a Series. The Securities may be subject to such restrictions,
and contain such legends, as may be required by United States laws and
regulations. Except as provided in or pursuant to Section 2.01, 2.02 or 2.03,
all Securities of a Series shall be identical in all respects. Securities of
different Series may differ in any respect; provided that all Series of
Securities shall be equally and ratably entitled to the benefits of this
Indenture.


                                     Page 9
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SECTION 2.02.     Establishment of Terms and Form of Series of Securities.

(a) At or prior to the issuance of Securities of any Series, the following shall
be established by a Board Resolution, by Company Order or by an indenture
supplemental hereto:

(1)      the title of the Securities of the Series (which title shall
         distinguish the Securities of the Series from the Securities of all
         other Series and from all other securities issued by the Company);

(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 Section 2.08, 2.09, 2.12, 3.06 or 9.04);

(3)      the date or dates on which the principal of the Securities of the
         Series is payable or whether the Securities of a Series are due upon
         demand by the Holder;

(4)      the rate or rates at which the Securities of the Series shall bear
         interest, if any, or the method of calculating such rate or rates of
         interest, the date or dates from which such interest shall accrue, the
         dates on which such interest shall be payable and, with respect to
         Registered Securities, the record date for the interest payable on any
         interest payment date and the basis upon which interest shall be
         calculated if other than that of a 360-day year of twelve 30-day
         months;

(5)      the place or places where the principal of and interest on Registered
         Securities and Unregistered Securities, if any, of the Series shall be
         payable;

(6)      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;

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

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

(9)      if other than the principal amount thereof, the portion of the
         principal amount of Securities of the Series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 6.02;


                                    Page 10
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(10)     whether Securities of the Series shall be issuable as Registered
         Securities (and, if so, whether such Securities shall be issuable as
         Registered Global Securities), or Unregistered Securities (with or
         without interest coupons), or both, and any restrictions applicable to
         the offering, sale or delivery of Unregistered Securities and whether,
         and the terms upon which, Unregistered Securities of a Series may be
         exchanged for Registered Securities of the same Series and vice versa;

(11)     whether and under what circumstances the Company will pay additional
         amounts on the Securities of that Series held by a person who is not a
         U.S. person in respect of taxes or similar charges withheld or deducted
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such additional amounts;

(12)     the form of the Securities (or forms thereof if Unregistered Securities
         and Registered Securities shall be issuable in such Series), including
         such legends as may be required by United States laws or regulations,
         the form of any coupons or temporary Security which may be issued and
         the forms of any certificates which may be required hereunder or under
         United States laws or regulations in connection with the offering,
         sale, delivery or exchange of Unregistered Securities;

(13)     the currency or currencies, including composite currencies, in which
         payment of the principal of and interest on the Securities of the
         Series shall be payable (if other than the currency of the United
         States);

(14)     if the amount or payments of principal of or interest on the Securities
         of the Series may be determined with reference to an index, the manner
         in which such amounts shall be determined;

(15)     whether Securities of the Series are issuable as, or exchangeable for,
         one or more Registered Global Securities and, in such case, the terms
         upon which interests in such Registered Global Security or Registered
         Global Securities shall be exchangeable by the Company or the Holder
         thereof for definitive Securities;

(16)     any other terms of the Series (which terms shall not be inconsistent
         with the provisions of this Indenture), including any terms which may
         be required by or advisable under United States laws or regulations or
         advisable in connection with the marketing of Securities of that
         Series;

(17)     any Depositaries with respect to the Securities of such Series; and

(18)     applicable CUSIP numbers.

         (b) If the terms and form or forms of any Securities are established by
or pursuant to a Board Resolution, the Company shall deliver a copy of such
Board Resolution to the Trustee at or prior to the issuance of such Securities
with the form or forms of Security which have been approved attached thereto. If
a Board Resolution authorized Officers to approve the terms and form or forms of
the Securities, the Company shall deliver a copy of such Board Resolution and an
Officers' Certificate approving the terms and form or forms of Security with
such form or forms of Securities attached thereto.


                                    Page 11
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         (c) 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.

         (d) Unregistered Securities and their coupons must have the following
statement on their face: "Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws,
including the limitations provided in Section 165(j) and 1287 of the Internal
Revenue Code of 1986, as amended."

SECTION 2.03.     Execution, Authentication and Delivery.

         (a) Securities shall be executed on behalf of the Company by its Chief
Executive Officer, President or a Vice-President, and its Chief Financial
Officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary. Signatures shall be manual or facsimile. A facsimile of the Company's
seal shall be reproduced on the Securities and may, but need not, be attested.
The coupons of Unregistered Securities shall bear the facsimile signature of the
Treasurer or an Assistant Treasurer of the Company.

         (b) If an Officer, an Assistant Treasurer or an Assistant Secretary of
the Company whose signature is on a Security or coupon no longer holds that
office at the time the Security is authenticated, the Security or coupon shall
be valid nevertheless.

         (c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent and no coupon shall be valid
until the Security to which it appertains has been so authenticated. Such
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture. Each Registered Security shall be dated the date of its
authentication, and each Unregistered Security shall be dated as provided in
connection with the establishment of the Series thereof.

         (d) The Trustee or an authenticating agent shall at any time, and from
time to time, authenticate and deliver Securities of any Series executed and
delivered by the Company for original issue in an aggregate principal amount not
in excess of the principal amount authorized for such Series upon receipt by the
Trustee of (i) a Company Order for the authentication and delivery of such
Securities, (ii) if the terms and form or forms of the Securities of such Series
have been established by or pursuant to a Board Resolution as permitted by
Section 2.02, a copy of such Board Resolution and any Officers' Certificate that
may be required pursuant to Section 2.02(b) or an executed supplemental
indenture, if any; (iii) an Officers' Certificate delivered in accordance with
Section 11.05, and (iv) an Opinion of Counsel to the effect that:

(1)      if the form or forms and terms of a particular issue of such Securities
         of such Series have been established by a supplemental indenture, Board
         Resolution or Company Order as permitted by Section 2.02, that such
         form or forms and terms have been established in conformity with the
         provisions of this Indenture;

(2)      if the terms of a particular issue of Securities of that Series have
         been or are to be established by or pursuant to a supplemental
         indenture, Board Resolution or Company Order as permitted by Section
         2.02, that upon delivery of such supplemental indenture, Board
         Resolution or Company Order such form or forms and terms will have been
         established in conformity with the provisions of this Indenture; and


                                    Page 12
<PAGE>

(3)      such Securities, when authenticated and delivered by the Trustee or an
         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 binding obligations of the Company entitled to the
         benefits of this Indenture.

         If the terms and form or forms of such Securities have been established
by or pursuant to a supplemental indenture, Board Resolution or Company Order as
permitted by Section 2.02, the Trustee or an authenticating agent shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will materially and adversely affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture.

         Notwithstanding the foregoing, until the Company has delivered an
Opinion of Counsel to the Trustee and the Registrar stating that, as a result of
the action described, the Company would not suffer adverse consequences under
the provisions of United States law or regulations in effect at the time of the
delivery of Unregistered Securities, (i) delivery of Unregistered Securities by
the Trustee or Registrar will be made only outside the United States and its
possessions and (ii) Unregistered Securities will be released by the Trustee or
Registrar in definitive form to the person entitled to physical delivery thereof
only upon presentation of a certificate in the form prescribed by the Company.

         (e) The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, any Company Order or
supplemental indenture pursuant to Section 2.02 or in any additional Board
Resolution, Company Order or supplemental indenture which shall reopen a Series
of Securities pursuant to Section 2.02.

         (f) The Trustee may appoint an authenticating agent or agents to
authenticate Securities. 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 or agents.
An authenticating agent has the same rights as an Agent to deal with the Company
or any Affiliate. The term "authenticating agent" includes any co-authenticating
agent.

         If it shall be established pursuant to Section 2.02 that the Securities
of a Series are to be issued in the form of one or more Registered Global
Securities, then the Company shall execute and the Trustee or an authenticating
agent shall, in accordance with this Section and Section 2.02 with respect to
such Series, authenticate and deliver one or more Registered Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such Series issued and
not yet cancelled, having identical terms, (ii) shall be registered in the name
of the Depositary for such Registered Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions and (iv) shall bear a
legend substantially to the following effect:

                  "Unless and until it is exchanged in whole or in part for
         Securities in definitive registered form, this Security may not be
         transferred except as a whole by the Depositary to the nominee of the
         Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such successor
         Depositary."


                                    Page 13
<PAGE>

         Each Depositary designated pursuant to Section 2.02 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

SECTION 2.04.     Registrar and Paying Agent.

         The Company shall designate an office or agency where Registered
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where (subject to Sections 2.05(c) and
2.08(b)) Securities may be presented for payment or for exchange ("Paying
Agent"). With respect to a Series of any Securities issued in whole or in part
as Unregistered Securities, the Company shall maintain one or more Paying Agents
which shall be acceptable to the Trustee (such acceptance shall not be
unreasonably withheld) located outside the United States and its possessions to
which the Unregistered Securities or coupons appertaining thereto may be
presented for payment and will provide the necessary funds therefor to such
Paying Agent upon reasonable notice. The Registrar shall keep a register with
respect to each Series of Securities issued in whole or in part as Registered
Securities and as to their transfer and exchange. The Company may appoint one or
more co-Registrars acceptable to the Trustee and one or more additional Paying
Agents for each Series of Securities and the Company may terminate the
appointment of any co-Registrar or Paying Agent at any time upon notice. The
term "Registrar" includes any co-Registrar. The term "Paying Agent" includes any
additional Paying Agent. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee or one or more agents
designated by the Trustee shall act as such.

SECTION 2.05.     Payment on Securities.

         (a) Subject to the following provisions, the Company will pay to the
Trustee or any Paying Agent the amounts, in such coin or currency as is at the
time legal tender for the payment of public or private debt, in the manner, at
the times and for the purposes set forth herein and in the text of the
Securities for each Series, and the Company hereby authorizes and directs the
Trustee or such Paying Agent from funds so paid to it to make or cause to be
made payment of the principal of and interest, if any, on the Securities and
coupons on each Series as set forth herein and in the text of such Securities
and coupons. Except as otherwise provided with respect to any Series of
Securities, the Trustee will arrange directly with any Paying Agents for the
payment, or the Trustee will make payment, from funds furnished by the Company,
of the principal of and interest, if any, on the Securities and coupons of each
Series by wire transfer or check drawn upon a bank specified by the Company and
acceptable to the Trustee.

         (b) Interest, if any, on Registered Securities of a Series shall be
paid on each interest payment date for such Series to the Holder thereof at the
close of business on the relevant record dates specified in the Securities of
such Series. The Company may pay such interest by check mailed to such Holder's
address as it appears on the register for Securities of such Series. Principal
of Registered Securities shall be payable only against presentation and
surrender thereof at the office of the Paying Agent, unless the Company shall
have otherwise instructed the Trustee in writing.

         (c) To the extent provided in the Securities of a Series, (i) interest,
if any, on Unregistered Securities shall be paid only against presentation and
surrender of the coupons for such interest installments as are


                                    Page 14
<PAGE>

evidenced thereby as they mature and (ii) original issue discount (as defined in
Section 1273 of the Internal Revenue Code of 1986, as amended), if any, on
Unregistered Securities shall be paid only against presentation and surrender of
such Securities; in either case at the office of a Paying Agent located outside
of the United States and its possessions, unless the Company shall have
otherwise instructed the Trustee in writing. Principal of Unregistered
Securities shall be paid only against presentation and surrender thereof as
provided in the Securities of a Series. If at the time a payment of principal of
or interest, if any, or original issue discount, if any, on an Unregistered
Security or coupon shall become due, the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States and
its possessions is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
the United States currency, then the Company may instruct the Trustee in writing
to make such payments at the office of a Paying Agent located in the United
States, provided that the Company has determined that provision for such payment
in the United States would not cause such Unregistered Security to be treated as
a "registration-required obligation" under United States law and regulations.
Unless otherwise instructed by the Company, no payments of interest, original
issue discounts, or principal with respect to Unregistered Securities shall be
made by a Paying Agent (i) by a transfer of funds into an account maintained by
the payee in the United States, (ii) mailed to an address in the United States
or (iii) paid to a United States address by electronic funds transfer.

SECTION 2.06.     Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent for any Series of
Securities other than the Trustee to agree in writing that it will hold all sums
held by it for the payment of principal of and interest on Securities of that
Series in trust for the benefit of the persons entitled thereto until such sums
are paid to such persons or otherwise disposed of as herein provided, and that
the Paying Agent will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. If the Company acts as
Paying Agent, it shall segregate the money held by it for the payment of
principal of and interest on any Series of Securities and hold such money as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon so doing the Paying Agent shall have
no further liability for the money so paid.

SECTION 2.07.     Securityholder Lists; Ownership of Securities.

         (a) The Trustee shall preserve the most recent list received by or
furnished to it of the names and addresses of Holders of each Series of
Securities. If the Trustee is not the Registrar or if Unregistered Securities
are outstanding under the Indenture, the Company shall furnish to the Trustee on
or before each interest payment date, and at such other times as the Trustee may
request in writing, a list, in such form and as of such date as the Trustee may
reasonably require, containing all the information in the possession or control
of the Registrar, any co-Registrar, the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Securities.

         (b) Ownership of Registered Securities of a Series shall be proved by
the register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities or by
a certificate or affidavit executed by the person holding such Unregistered
Securities or by a depository with whom such Unregistered Securities were
deposited, if the certificate or affidavit is satisfactory to the Trustee. The


                                    Page 15
<PAGE>

Company, the Trustee, and any agent of the Company or the Trustee may treat the
bearer of any Unregistered Security or coupon and the person in whose name a
Registered Security is registered as the absolute owner thereof for all
purposes.

SECTION 2.08.     Transfer and Exchange.

         (a) When Registered Securities of a Series are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Registered Securities of the same Series (containing
identical terms and provisions and date of maturity) of other authorized
denominations, the Registrar shall register the transfer or make the exchange
upon receipt of a written instrument of transfer duly executed by the
Securityholder or such Securityholder's attorney duly authorized in writing.

         (b) If both Registered and Unregistered Securities are authorized for a
Series of Securities and the terms of such Securities permit, Unregistered
Securities may be exchanged for an equal principal amount of Registered
Securities or Unregistered Securities (containing identical terms and
provisions) of the same Series and date of maturity in any authorized
denominations upon delivery to the Registrar (or a Paying Agent, if the exchange
is for Unregistered Securities) of the Unregistered Security with all unmatured
coupons and all matured coupons in default appertaining thereto and if all other
requirements of the Registrar (or such Paying Agent) and of such Securities for
such exchange are met.

         Notwithstanding the foregoing, the exchange of Unregistered Securities
for Registered Securities will be subject to the satisfaction of the provisions
of United States law and regulations in effect at the time of such exchange, and
no exchange will be made until the Company has notified the Trustee and the
Registrar in writing that, as a result of such exchange, the Company would not
suffer adverse consequences under such provisions of United States law or
regulations.

         (c) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Securities upon surrender of
Securities for registration of transfer or for exchange as provided in this
Section. The Company will not make any charge for any registration of transfer
or exchange but may require the payment by the party requesting such
registration of transfer or exchange of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith, but not for any
exchange pursuant to Section 2.12, 3.06 or 9.04.

         (d) Neither the Company nor the Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any Series for the
period beginning at the opening of business 15 days immediately preceding the
selection of any such Securities to be redeemed and ending at the close of
business on the day of first publication of the relevant notice of redemption
or, if there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange Securities selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

         (e) Unregistered Securities or any coupons appertaining thereto shall
be transferable by delivery.

         (f) Notwithstanding any other provision of this Section 2.08, unless
and until it is exchanged in whole or in part for Securities in definitive


                                    Page 16
<PAGE>

registered form, a Registered Global Security 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.

         If at any time the Depositary for any Registered Securities of a Series
represented by one or more Registered Global Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.03, the Company shall appoint a successor
Depositary with respect to such Registered Securities. If a successor Depositary
for such Registered Securities is not appointed within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 2.02 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Company will execute, and the Trustee or an authenticating agent, upon receipt
of an Officers' Certificate for the authentication and delivery of definitive
Securities of such Series, will authenticate and deliver, Securities of such
Series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or Securities.

         The Company may at any time and in its sole discretion determine that
the Registered Securities of any Series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Company will execute, and the
Trustee or an authenticating agent, upon receipt of an Officers' Certificate for
the authentication and delivery of definitive Securities of such Series, will
authenticate and deliver, Securities of such Series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Registered Global Security or
Securities representing such Registered Securities, in exchange for such
Registered Global Security or Securities.

         If specified by the Company pursuant to Section 2.02 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same Series in definitive
registered form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee or an
authenticating agent shall authenticate and deliver, without service charge,

(i)      to the person specified by such Depositary a new Registered Security or
         Securities of the same Series, of any authorized denominations as
         requested by such person, in an aggregate principal amount equal to and
         in exchange for such person's beneficial interest in the Registered
         Global Security; and

(ii)     to such Depositary a new registered Global Security in a denomination
         equal to the difference, if any, between the principal amount of the
         surrendered Registered Global Security and the aggregate principal
         amount of Registered Securities authenticated and delivered pursuant to
         clause (i) above.


                                    Page 17
<PAGE>

         Upon the exchange of a Registered Global Security for Securities in
definitive registered form, in authorized denominations, such Registered Global
Security shall be cancelled by the Trustee. Securities in definitive registered
form issued in exchange for a Registered Global Security pursuant to this
Section 2.08 shall be registered in such names and in such authorized
denominations as the Depositary for such Registered Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee. The Trustee or
an authenticating agent shall deliver such Securities to or as directed by the
persons in whose names such Securities are so registered.

SECTION 2.09.     Replacement Securities.

         (a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall issue and
the Trustee shall authenticate and deliver in exchange therefor a replacement
Registered Security, if such surrendered security was a Registered Security, or
a replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was an
Unregistered Security, of the same Series and containing identical terms and
provisions, if the requirements of the Trustee are met.

         (b) If the Holder of a Security claims that the Security or any coupon
appertaining thereto has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Registered
Security, if such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the lost, destroyed or wrongfully taken Unregistered Security or
the Unregistered Security to which such lost, destroyed or wrongfully taken
coupon appertains, if such Holders' claim pertains to an Unregistered Security,
of the same Series and containing identical terms and conditions, if the
requirements of the Trustee are met; provided, however, that the Trustee or the
Company may require such Holder to provide to the Trustee and the Company
security or indemnity sufficient in the judgement of the Company and the Trustee
to protect the Company, the Trustee, any Agent or any authenticating agent from
any loss which any of them may suffer if a Security or any coupon appertaining
thereto is replaced. The Company may charge the party requesting a replacement
Security for its expenses in replacing a Security.

         (c) Every replacement Security is an additional obligation of the
Company.

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

SECTION 2.10.     Outstanding Securities.

         (a) Securities outstanding at any time are all Securities authenticated
by the Trustee or any other authenticating agent except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
as not outstanding.

         (b) If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

         (c) If a Paying Agent (other than the Company) holds on a redemption
date or maturity date money sufficient to pay all amounts due on Securities of


                                    Page 18
<PAGE>

any Series on that date, then on and after that date all Securities of such
Series due on such date cease to be outstanding and interest on them ceases to
accrue.

         (d) A Security does not cease to be outstanding because the Company or
an Affiliate holds the Security.

         (e) In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02.

         (f) No Securities in respect of which deposits have been made pursuant
to Section 8.01(a) shall be deemed to be outstanding.

SECTION 2.11.     Treasury Securities.

         In determining whether the Holders of the requisite principal amount of
Securities of any Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities of such Series owned by
the Company which have been pledged in good faith may be considered by the
Trustee, if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to so act with respect to such Securities and that the pledgee
is not the Company or an Affiliate.

SECTION 2.12.     Temporary Securities.

         (a) Until definitive Registered Securities of any Series are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Registered Securities of such Series. Temporary Registered Securities
of any Series shall be substantially in the form of definitive Registered
Securities of such Series but may have variations that the Company considers
appropriate for temporary Securities. Every temporary Registered Security shall
be executed by the Company and authenticated by the Trustee, and registered by
the Registrar, upon the same conditions, and with like effect, as a definitive
Registered Security. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Registered Securities of the same
Series and date of maturity in exchange for temporary Registered Securities.

         (b) Until definitive Unregistered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of a single temporary global
Unregistered Security of that Series. The temporary Unregistered Security or
Securities of any Series shall be substantially in the form of definitive
Unregistered Securities of such Series but may have variations that the Company
considers appropriate for temporary Securities and shall be delivered to one of
the Paying Agents located outside the United States and its possessions or to
such other person or persons as the Company shall direct against such
certification as the Company may from time to time prescribe. The temporary


                                    Page 19
<PAGE>

Unregistered Security or Securities of a Series shall be executed by the Company
and authenticated by the Trustee upon the same conditions, and with like effect,
as a definitive Unregistered Security of such Series, except as provided herein
or in the Company Order, Board Resolution or supplemental indenture relating
thereto. A temporary Unregistered Security or Securities shall be exchangeable
for definitive Unregistered Securities at the time and on the conditions, if
any, specified in the temporary Security.

         Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or an authenticating
agent for the Trustee to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of the definitive Unregistered
Securities of such Series so exchanged and endorsed.

SECTION 2.13.     Cancellation.

         The Company at any time may deliver Securities and coupons to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities and coupons surrendered to them for registration of
transfer, for exchange or for payment. The Trustee shall cancel all Securities
and coupons surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of cancelled Securities and coupons in its
customary manner; provided, however, that any Unregistered Securities of a
Series delivered to the Trustee for exchange prior to maturity shall be retained
by the Trustee for reissue as provided herein or in the Securities of such
Series. The Company may not issue new Securities to replace Securities that it
has paid or delivered to the Trustee for cancellation.

SECTION 2.14.     Defaulted Interest.

         If the Company defaults on a payment of interest on a Series of
Securities, the Company shall pay the defaulted interest as provided in such
Securities or in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed and acceptable
to the Trustee. With respect to Registered Securities, the Trustee may pay the
defaulted interest, plus any interest payable on the defaulted interest, to the
Holders of such Registered Securities on a subsequent special record date. The
Company shall fix the record date and the payment date. At least 15 days before
the record date the Company shall mail to such Holders a notice that states the
record date, the payment date and the amount of interest to be paid.

SECTION 2.15      CUSIP Numbers.

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


                                    Page 20
<PAGE>

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01.     Notice to Trustee.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay such Series of Securities or any part thereof, or may
covenant to redeem and pay the Series of Securities or any part thereof, before
maturity at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the principal
amount of the Series of Securities to be redeemed. The Company shall give such
notice at least 60 days before the redemption date (or such shorter notice as
may be acceptable to the Trustee).

SECTION 3.02.     Selection of Securities to be Redeemed.

         If less than all the Securities of a Series with the same issue date,
interest rate and stated maturity are to be redeemed, the Trustee, not more than
60 days prior to the redemption date, shall select the Securities of the Series
to be redeemed pro rata or by lot or in such other manner as the Company shall
direct. The Trustee shall make the selection from Securities of the Series that
are outstanding and that have not previously been called for redemption.
Securities of the Series and portions of them selected by the Trustee shall be
in amounts of $1,000 or integral multiples of $1,000 or with respect to
Securities of any Series issuable in other denominations pursuant to Section
2.02(a)(8), in amounts equal to the minimum principal denomination for each such
Series and in integral multiples thereof. Provisions of this Indenture that
apply to Securities of that Series called for redemption also apply to portions
of Securities of that Series called for redemption. The Trustee shall promptly
notify the Company in writing of the Securities selected for redemption.

SECTION 3.03.     Notice of Redemption.

         (a) At least 30 days but not more than 90 days before a redemption
date, unless a shorter period is specified in the Securities to be redeemed, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Registered Securities that are to be redeemed.

         (b) If Unregistered Securities are to be redeemed, notice of redemption
shall be published in an Authorized Newspaper in each of The City of New York,
London and, if such Securities to be redeemed are listed on the Luxembourg Stock
Exchange, Luxembourg twice in different calendar weeks, the first publication to
be not less than 30 nor more than 90 days before the redemption date.

         (c) All notices shall identify the Series of Securities to be redeemed
and shall state:

(1)      the redemption date;

(2)      the redemption price;

(3)      if less than all the outstanding Securities of a Series are to be
         redeemed, the identification (and, in the case of partial redemption,
         the principal amounts) of the particular Securities to be redeemed,
         including CUSIP numbers;

(4)      the name and address of the Paying Agent;

(5)      that the Securities of the Series called for redemption and all
         unmatured coupons, if any, appertaining thereto must be surrendered to
         the Paying Agent to collect the redemption price;


                                    Page 21
<PAGE>

(6)      that interest on Securities of the Series called for redemption ceases
         to accrue on and after the redemption date; and

(7)      if the redemption is pursuant to a mandatory or optional sinking fund
         payment.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

SECTION 3.04.     Effect of Notice of Redemption.

         Once notice of redemption is mailed or published, Securities of a
Series called for redemption become due and payable on the redemption date at
the redemption price. Upon surrender to the Paying Agent of such Securities,
together with all unmatured coupons, if any, appertaining thereto, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date, but installments of interest due on or prior to the redemption
date will be payable, in the case of Unregistered Securities, to the bearers of
the coupons for such interest upon surrender thereof and, in the case of
Registered Securities, to the Holders of such Securities of record at the close
of business on the relevant record dates.

SECTION 3.05.     Deposit of Redemption Price.

         Prior to 10:00 a.m., New York time, on the redemption date, the Company
shall deposit with the Paying Agent money sufficient to pay the redemption price
of and interest accrued to the redemption date on all Securities to be redeemed
on that date.

SECTION 3.06.     Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder of that Security a
new Security or Securities of the same Series, the same form and the same
maturity in authorized denominations equal in aggregate principal amount to the
unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.     Payment of Securities.

         The Company shall pay or cause to be paid the principal of and interest
on the Securities on the dates and in the manner provided herein and in the
Securities. An installment of principal or interest shall be considered paid on
the date it is due if the Trustee or Paying Agent holds on that date immediately
available funds designated for and sufficient to pay the installment.

         The Company shall pay interest on overdue principal of a Security of
any Series at the rate of interest (or, in the case of Original Issue Discount
Securities, Yield to Maturity) borne by the Securities of that Series, and, to
the extent lawful, it shall pay interest on overdue installments of interest at
the same rate.

SECTION 4.02.     Lien on Assets.

         If at any time the Company mortgages, pledges or otherwise subjects to
any lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided in this Section 4.02, the Company


                                    Page 22
<PAGE>

will secure the outstanding Securities, and any other obligations of the Company
which may then be outstanding and entitled to the benefit of a covenant similar
in effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
to (1) the creation, extension, renewal or refunding of purchase-money mortgages
or liens, or (2) to the making of any deposit or pledge to obtain the benefits
of any law relating to workers' compensation, unemployment insurance, old age
pensions or other social security, or (3) with any court, board, commission or
governmental agency as security incident to the proper conduct of any proceeding
before it or (4) any liens on the Company's property or assets that arise solely
as a result of a merger of an entity that has existing liens on its property or
assets with or into the Company. Nothing contained in this Indenture prevents an
Affiliate of the Company from mortgaging, pledging or subjecting to any lien any
property or assets, whether or not acquired by such Affiliate from the Company.

SECTION 4.03.     Reports by the Company.

         The Company agrees:

         (a) to file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company may be required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.
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).

         (b) To the extent required by the Trust Indenture Act of 1939 as to the
Securities of any Series, the Company will annually furnish to the Trustee on or
before the date the Company is required to file its annual report with the
Trustee pursuant to Section 4.03(a) a brief certificate (which need not comply
with Section 11.06) from the principal executive, financial or accounting
officer of the Company as to his or her knowledge of the Company's compliance
with all conditions and covenants under this Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under this Indenture).

         (c) The Company shall deliver to the Trustee, as soon as possible and
in any event within five days after the Company becomes aware of the occurrence
of any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
company proposes to take with respect thereto.

SECTION 4.04.     Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.


                                    Page 23
<PAGE>

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01.     When the Company May Merge, etc.

         The Company may not consolidate with, merge into or be merged into, or
transfer or lease its properties and assets substantially as an entirety to, any
person, unless (i) the surviving person is a corporation organized under the
laws of the United States, any State thereof or the District of Columbia, (ii)
the surviving person, if other than the Company, assumes by supplemental
indenture all the obligations of the Company under the Securities and any
coupons appertaining thereto and under this Indenture and, (iii) after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing. The surviving, transferee or lessee corporation shall be the
successor to the Company and the Company, except in the case of a lease, shall
be relieved of all obligations under this Indenture and the Securities.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default.

         An "Event of Default" occurs with respect to the Securities of any
Series if:

(1)      the Company defaults in the payment of interest on any Security of that
         Series when the same becomes due and payable and the Default continues
         for a period of 90 days;

(2)      the Company defaults in the payment of the principal of any Security of
         that Series when the same becomes due and payable at maturity, upon
         redemption or otherwise;

(3)      the Company fails to comply with any of its other agreements in the
         Securities of that Series, or in any supplemental indenture under which
         the Securities of that Series may have been issued or in this Indenture
         (other than an agreement included solely for the benefit of a Series of
         Securities other than that Series) and the Default continues for the
         period and after the notice specified below;

(4)      the Company pursuant to or within the meaning of any Bankruptcy Law:

(A)      commences a voluntary case,

(B)      consents to the entry of an order for relief against it in an
         involuntary case,

(C)      consents to the appointment of a Custodian of it or for all or
         substantially all of its property, or

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

(5)      a court of competent jurisdiction enters an order or decree under any
         Bankruptcy Law that:


                                    Page 24
<PAGE>

(A)      is for relief against the Company in an involuntary case,

(B)      appoints a Custodian of the Company or for all or substantially all of
         its property, or

(C)      orders the liquidation of the Company, and the order or decree remains
         unstayed and in effect for 60 days.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under clause (3) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of all the outstanding
Securities of that Series notify the Company (and the Trustee in the case of
notification by such Holders) of the Default and the Company does not cure the
Default within 90 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

SECTION 6.02.     Acceleration.

         If an Event of Default occurs with respect to the Securities of any
Series and is continuing, the Trustee, by notice to the Company, or the Holders
of at least 25% in principal amount of all of the outstanding Securities of that
Series, by notice to the Company and the Trustee, may declare the principal (or,
if the Securities of that Series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms if that Series)
of, and any accrued interest on, all the Securities of that Series to be due and
payable. Upon such declaration, such principal (or, in the case of Original
Issue Discount Securities, such specified amount) and any accrued interest shall
be due and payable immediately.

SECTION 6.03.     Other Remedies Available to Trustee.

         (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of and interest
on the Securities of the Series that is in Default or to enforce the performance
of any provision of the Securities of that Series or this Indenture.

         (b) The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them 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. To the extent
permitted by law, all available remedies are cumulative.

SECTION 6.04.     Waiver of Existing Defaults; Rescission of Acceleration.

         The Holders of a majority in principal amount of any Series of
Securities by notice to the Trustee and the Company may waive an existing
Default with respect to that Series and rescind an acceleration under Section
6.02 and its consequences except a Default in the payment of principal of or
interest on any Security (other than such as may have become due solely because
of the acceleration), provided such waiver or rescission would not conflict with
any judgment or decree.

SECTION 6.05.     Control by Majority.

         (a) The Holders of a majority in principal amount of the Securities of


                                    Page 25
<PAGE>

each Series affected (with each such Series voting as a class) may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on it with respect to
Securities of that Series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture.

         (b) With respect to the Securities of any Series all or part of which
is represented by a Registered Global Security, the following provision shall
apply. Upon receipt by the Trustee of (i) any written notice directing the time,
method or place of conducting any proceeding or exercising any trust or power
pursuant to Section 6.06 with respect to Securities of any Series or (ii) any
written demand, request or notice with respect to any matter on which the
Holders of any Series of Securities are entitled to act under this Indenture, a
record date shall be established for determining Holders of outstanding
Securities of such Series entitled to join in such notice, demand or request,
which record date shall be at the close of business on the day the Trustee
receives such notice, demand or request. The Holders on such record date, or
their duly designated proxies, and only such persons, shall be entitled to join
in such notice, demand or request, whether or not such Holders remain Holders
after such record date; provided, however, that unless the Holders of the
requisite principal amount of the outstanding Securities of such Series shall
have joined in such notice, demand or request prior to the day which is the 90th
day after such record date, such notice, demand or request shall automatically
and without further action by any Holder be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, (A) after expiration of such 90-day period, a new notice, demand or
request identical to a notice, demand or request which has been cancelled
pursuant to the proviso to the preceding sentence or (B) during any such 90-day
period, a new notice, demand or request contrary to or different from such
notice, demand or request, in either of which events a new record date shall be
established pursuant to the provisions of this subsection.

SECTION 6.06.     Limitation on Suits by Securityholders.

         A Securityholder may pursue a remedy with respect to this Indenture or
the Securities of any Series only if:

(1)      the Holder gives to the Trustee written notice of a continuing Event of
         Default with respect to Securities of that Series;

(2)      the Holders of at least 25% in principal amount of the Securities of
         that Series make a written request to the Trustee to pursue the remedy;

(3)      such Holder or Holders offer to the Trustee indemnity satisfactory to
         the Trustee against any loss, liability or expense to be, or which may
         be, incurred by the Trustee in pursuing the remedy;

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

(5)      during such 60-day period, the Holders of a majority in principal
         amount of the Securities of that Series do not give the Trustee a
         direction inconsistent with the request.

SECTION 6.07.     Rights of Holders to Receive Payment.


                                    Page 26
<PAGE>

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on a
Security, on or after the respective due dates expressed in the Security, and
the right of any Holder of a coupon to receive payment of interest due as
provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

SECTION 6.08.     Collection Suits by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) occurs with
respect to Securities of any Series 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 of the principal of and interest on Securities of that
Series remaining unpaid.

SECTION 6.09.     Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Securityholders allowed in any judicial proceedings relating to the Company,
its creditors or its property.

SECTION 6.10.     Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 7.07;

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

                  Third: to the Company.

         The Trustee may fix a record date (with respect to Registered
Securities) and payment date for any payment to Holders of Securities pursuant
to this Article.

SECTION 6.11.     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess 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 does
not apply to a suit by the Company, the Trustee, a Holder pursuant to Section
6.07 or a Holder or Holders of more than 10% in principal amount of the
Securities of any Series.


                                    Page 27
<PAGE>
                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee.

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

(b)      Except during the continuance of Event of Default:

(1)      The Trustee need perform only those duties that are specifically set
         forth in this Indenture, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

(2)      In the absence of bad faith on 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 certificates or opinions specifically required
         to be provided to the Trustee hereunder, the Trustee shall examine the
         certificates and opinions to determine whether or not they
         substantially conform to the requirements of this Indenture (but need
         not confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein).

(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 does not limit the effect of paragraph (b) of this
         Section.

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

(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 6.05.

(4)      The Trustee shall not be required to take notice or be deemed to have
         notice of any Default hereunder with respect to any Series, except
         failure by the Company to cause to be made any of the payments to the
         Trustee required to be made hereunder, unless the Trustee shall be
         notified in writing of such Default by the Company or by the holders of
         25% in aggregate principal amount of Securities of such Series then
         outstanding or unless a Responsible Officer of the Trustee shall have
         actual knowledge of such Default.

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

(e)      The Trustee may refuse to perform any duty or exercise any right or
power hereunder unless it receives indemnity satisfactory to it against any
loss, liability or expense.

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


                                    Page 28
<PAGE>

(g)      No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         This Section 7.01 is in furtherance of and subject to Sections 315 and
316 of the TIA.

SECTION 7.02.     Rights of Trustee.

         In furtherance of and subject to Sections 315 and 316 of the TIA, and
except as otherwise provided in Section 7.01:

(a)      The Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon 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 any document.

(b)      Before the Trustee acts or refrains from acting, it may consult with
counsel of its own selection or 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 a Board Resolution, an Officers' Certificate,
a Company Order, an Opinion of Counsel or the written advice of counsel.

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

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

(f)      The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company reasonable to such inquiry or
investigation, during normal business hours, personally or by agent or attorney
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

(g)      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;
and


                                    Page 29
<PAGE>

(h)      The Trustee may request that the Company deliver an Officers'
Certificate setting for the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 7.03.     Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any agent
may do the same with like rights.

SECTION 7.04.     Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, 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 Securities (other than its certificate of authentication if it
shall authenticate the Securities).

SECTION 7.05.     Notice of Defaults.

         If a Default occurs and is continuing with respect to the Securities of
any Series and if it is actually known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Holder of a Security of that Series entitled to
receive reports pursuant to the TIA (and, if Unregistered Securities of that
Series are outstanding, shall cause to be published at least once in Authorized
Newspaper in each of The City of New York, London and, if Securities of that
Series are listed on the Luxembourg Stock Exchange, Luxembourg) notice of the
Default within 90 days after it occurs, unless such Default shall have been
cured or waived. Except in the case of a Default in payment on the Securities of
any Series, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding such notice
is in the interests of Securityholders of that Series.

SECTION 7.06.     Reports by Trustee to Holders.

(a)      To the extent required by TIA Section 313(a), on May 15 each year,
commencing on May 15, 2002, the Trustee shall mail to each Securityholder of
each Series entitled to receive reports pursuant to the TIA a brief report,
dated as of such date, that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b)(2).

(b)      At the time that it mails such a report to Securityholders of any
Series, the Trustee shall file a copy of that report with the SEC and with each
stock exchange on which the Securities of that Series are listed. The Company
shall provide written notice to the Trustee when the Securities of any Series
are listed on any stock exchange or delisted therefrom.

SECTION 7.07.     Compensation and Indemnity.

(a)      The Company shall pay to the Trustee from time to time such
         compensation for its services as the Company and the Trustee shall from
         time to time agree in writing. The Trustee's compensation shall not be
         limited by any law on compensation of a trustee of an express trust.
         The Company shall reimburse the Trustee upon request for all reasonable
         out-of-pocket expenses incurred by it in connection with the
         performance of its duties under this Indenture. Such expenses shall
         include the reasonable compensation and out-of-pocket expenses of the
         Trustee's agents and counsel.


                                    Page 30
<PAGE>

(b)      The Company shall indemnify the Trustee and hold it harmless against
         any and all loss, claims, damage, expense or liability incurred by it
         arising out of or in connection with its acceptance or administration
         of the trust or trusts hereunder. The Trustee shall notify the Company
         promptly of any claim for which it may seek indemnity; provided,
         however, that the failure of the Trustee to so notify the Company of
         any claim of which a Responsible Officer of the Trustee has knowledge
         shall not relieve the Company of its obligations to indemnify the
         Trustee, except to the extent the Company has been materially
         prejudiced by such failure. The Company shall defend the claim and the
         Trustee shall cooperate in the defense. The Trustee may have separate
         counsel and the Company shall pay the reasonable fees and expenses of
         such counsel. The Company need not pay for any settlement made without
         its consent.

(c)      The Company need not reimburse any expense or indemnify against any
         loss or liability determined to have been caused by the Trustee through
         its own negligence or willful misconduct.

(d)      To secure the payment obligations of the Company pursuant to this
         Section, the Trustee shall have a lien prior to the Securities of any
         Series on all money or property held or collected by the Trustee,
         except that held in trust to pay principal of and interest on
         particular Securities of a Series.

(e)      If the Trustee incurs expenses or renders services after an Event of
         Default specified in Section 6.01(4) or (5) occurs, such expenses and
         the compensation for such services shall constitute expenses of
         administration under any Bankruptcy Law.

(f)      The provisions of this Section shall survive the termination of this
         Indenture and the resignation or removal of the Trustee.

SECTION 7.08.     Replacement of Trustee.

(a)      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

(b)      The Trustee may resign with respect to the Securities of any Series by
so notifying the Company. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of any Series if:

(1)      the Trustee fails to comply with Section 7.10 hereof or Section 310(b)
         of the TIA;

(2)      the Trustee is adjudged a bankrupt or an insolvent;

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

(4)      the Trustee becomes incapable of acting.

(c)      If the Trustee resigns or is removed or if a vacancy exists in the
         office of Trustee for any reason with respect to Securities of any
         Series, the Company shall promptly appoint a successor Trustee for such
         Series. Within one year after a successor Trustee with respect to the
         Securities of


                                    Page 31
<PAGE>

         any Series takes office, the Holders of a majority in principal amount
         of Securities of that Series may appoint a successor Trustee with
         respect to the Securities of that Series to replace the successor
         Trustee appointed by the Company.

(d)      If a successor Trustee with respect to the Securities of any Series
         does not take office within 60 days after the retiring Trustee provides
         written notice of its resignation pursuant to subsection (b) above or
         is removed, the retiring Trustee, the Company or the Holders of at
         least 10% in principal amount of the Securities of the applicable
         Series may, at the expense of the Company, petition any court of
         competent jurisdiction for the appointment of a successor Trustee with
         respect to the Securities of such Series.

(e)      If the Trustee with respect to the Securities of any Series fails to
         comply with Section 7.10 hereof or Section 310(b) of the TIA, any
         Securityholder of the applicable Series may petition any court of
         competent jurisdiction for the removal of such Trustee and the
         appointment of a successor Trustee.

(f)      A 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 for any Series of
         Securities shall become effective, and the successor Trustee shall have
         all the rights, powers and duties of the retiring Trustee with respect
         to all Series of Securities for which the successor Trustee is to be
         acting as Trustee under this Indenture. The retiring Trustee shall
         promptly upon payment of amounts due it hereunder transfer all property
         held by it as Trustee with respect to such Series of Securities to the
         successor Trustee subject to the lien provided for in Section 7.07. The
         Company shall give notice of each appointment of a successor Trustee
         for any Series of Securities by mailing written notice of such event by
         first-class mail to the Holders of Securities of such Series entitled
         to receive reports pursuant to the TIA and, if any Unregistered
         Securities are outstanding, by publishing notice of such event once in
         an Authorized Newspaper in each of The City of New York, London, and,
         if Securities of that Series are listed on the Luxembourg Stock
         Exchange, Luxembourg.

(g)      All provisions of this Section 7.08 except subparagraphs (b)(1), (e)
         and (h) and the words "subject to the lien provided for in Section
         7.07" in subparagraph (f) shall apply also to any Paying Agent located
         outside the United States as required by Section 2.04

(h)      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 such successor Trustee shall execute
         and deliver a supplemental indenture wherein such successor Trustee
         shall accept such appointment and which (1) shall contain such
         provisions as shall be necessary or desirable to transfer and confirm
         to, and to vest in, such 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


                                    Page 32
<PAGE>

         add to or change any of the provisions of this Indenture as shall be
         necessary to provide for or facilitate the administration of the trusts
         hereunder by more than one Trustee, it being understood that nothing
         herein or in such supplemental indenture shall constitute such Trustees
         co-trustees of the same trust and that each such Trustee shall be
         trustee of a trust or trusts hereunder separate and apart from any
         trust or trusts hereunder administered by any other such Trustee.

SECTION 7.09.     Successor Trustee, Agents by Merger, etc.

         If the Trustee or any Agent consolidates with, merges or converts into,
or transfers all or substantially all of its corporate trust business assets to,
another corporation, the successor corporation, without any further act, shall
be the successor Trustee or Agent, as the case may be.

SECTION 7.10.     Eligibility

         This Indenture shall always have a Trustee with respect to such Series
of Securities which satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus of at least
$100,000,000, as set forth in its most recent published annual report of
condition.

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION 8.01.     Termination of the Company's Obligations.

(a)      The Company reserves the right to terminate all of its obligations
under (i) this Indenture and the Securities, or (ii) the Securities of any
Series, if the Company irrevocably deposits in trust with the Trustee money in
an amount and in the currency in which Securities of such Series are
denominated, or in the event of dollar-denominated Securities, U.S. Government
Obligations sufficient to pay, when due, the principal of and any interest on
all the Securities or all the Securities of that Series, as the case may be, to
maturity or redemption (together with irrevocable instructions to the Trustee
requiring redemption at the earliest possible redemption date, if any, in
accordance with Article 3) and if all other conditions set forth in the
Securities of that Series are met. However, the Company's obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03 and 8.04
shall survive until the Securities are no longer outstanding. Thereafter the
Company's obligations in Section 7.07, 8.03 and 8.04 shall survive.

(b)      Before or after a deposit the Company shall make arrangements
satisfactory to the Trustee for the redemption of Securities at the earliest
possible redemption date, if any, in accordance with Article 3.

(c)      After a deposit by the Company in accordance with this Section in
respect to the Securities of a Series, the Trustee upon written request of the
Company shall acknowledge in writing the discharge of the Company's obligations
under the Securities of the Series in respect of which the deposit has been made
and this Indenture with respect to the Securities of that Series except for
those surviving obligations specified above.

(d)      In order to have money available on a payment date to pay principal of
and interest on the Securities of any Series, the U.S. Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money; however, such U.S. Government
Obligations shall not be callable at the issuer's option.


                                    Page 33
<PAGE>

(e)      "U.S. Government Obligations" means:

(i)      direct obligations of the United States for the payment of which the
         full faith and credit of the United States are pledged; or

(ii)     obligations of a person controlled or supervised by and acting as an
         agency or instrumentally of the United States the payment of which is
         unconditionally guaranteed as a full faith and credit obligation by the
         United States.

SECTION 8.02.     Application of Trust Money.

         The Trustee shall hold in trust all money or U.S. Government
Obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
of and interest on the Securities of each Series in respect of which the deposit
shall have been made.

SECTION 8.03.     Repayment to the Company.

(a)      The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

(b)      If permitted under applicable law, the Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years after such principal
or interest became due. After payment to the Company, Securityholders entitled
to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

SECTION 8.04.     Indemnity for Government Obligations.

         The Company shall pay and shall indemnify the Trustee and each
Securityholder of each Series in respect of which the deposit shall have been
made against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such obligations.

                                    ARTICLE 9

                             AMENDMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders

         The Company and the Trustee may enter into one or more supplemental
indentures without consent of any Securityholder for any of the following
purposes:

(1)      to cure any ambiguity, defect or inconsistency herein or in the
         Securities of any Series;

(2)      to provide for the issuance of and establish the form and terms and
         conditions of Securities of any Series as provided in Section 2.02, and
         to establish the form of any certifications required to be furnished
         pursuant to the terms of this Indenture or any Series Securities;

(3)      to secure the Securities pursuant to Section 4.02;


                                    Page 34
<PAGE>

(4)      to comply with Section 5.01;

(5)      to provide for uncertificated Securities in addition to or in place of
         certificated Securities outstanding;

(6)      to add to the rights of the Holders of any Series of Securities or to
         surrender any right or power herein conferred on the Company; or

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

SECTION 9.02.     With Consent of Holders.

(a)      With the written consent of the Holders of a majority in principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (with each Series voting as a class), the Company and the
Trustee may enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of this Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by Section 9.01,
the rights of the Securityholders of each such Series. The Holders of a majority
in principal amount of the outstanding Securities of each Series affected by
such waiver (with each Series voting as a class), by notice to the Trustee, may
waive compliance by the Company with any provision of this Indenture, any
supplemental indenture or the Securities of any such Series except a Default in
the payment of the principal of or interest on any Security. However, without
the consent of each Securityholder affected, an amendment or waiver may not:

(1)      reduce the amount of Securities whose Holders must consent to an
         amendment or waiver;

(2)      reduce the rate of or change the time for payment of interest on any
         Security;

(3)      reduce the principal of or change the fixed maturity of any Security;

(4)      waive a Default in the payment of the principal of or interest on any
         Security;

(5)      make any Security payable in money other than that stated in the
         Security; or

(6)      make any change in Section 6.04, 6.07 or 9.02(a) (third sentence).

(b)      It is not necessary under this Section 9.02 for the Securityholders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

(c)      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities as
are entitled to receive reports pursuant to the TIA. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.


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<PAGE>

SECTION 9.03.     Revocation and Effect of Consents.

         Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or waiver.

SECTION 9.04.     Notation on or Exchange of Securities.

         The Trustee may place an appropriate notation about an amendment or
waiver on any Security or any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall
authenticate new Securities of that Series that reflect the amendment or waiver.

SECTION 9.05.     Trustee Protected.

         The Trustee need not sign any supplemental indenture that the Trustee
reasonably believes likely to affect its rights or increase its duties or
obligations under this Indenture in any material way. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.

                                   ARTICLE 10

                                  SINKING FUNDS

SECTION 10.01.    Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a Series, except as otherwise, permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any Series is herein referred to as "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of such Series is herein referred to as in "optional
sinking fund payment". If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 10.02. Each sinking fund payment shall be applied to the
redemption of Securities of any Series as provided for by the terms of
Securities of such Series.

SECTION 10.02.    Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such Series to be made pursuant to the
terms of such Securities as provided for by the terms of such Series, (1)
deliver outstanding Securities of such Series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company) and (2) apply as a credit
Securities of such Series which have been redeemed either at the election of the
Company pursuant to the terms of such Series of Securities or through the


                                    Page 36
<PAGE>

application of permitted optional sinking fund payments pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Securities
of any Series in lieu of cash payments pursuant to this Section 10.02, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment; provided, however, that the Trustee or such Paying Agent shall at the
request of the Company from time to time pay over and deliver to the Company any
cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that Series purchased by the Company
having an unpaid principal amount equal to the cash payment required to be
released to the Company.

SECTION 10.03.    Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 10.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment. The
Company shall thereupon be obligated to pay the amount therein specified. Not
less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.02 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 3.03. Such notice have been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.04, 3.05 and 3.06.

                                   ARTICLE 11

                                  MISCELLANEOUS

SECTION 11.01.    Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required or deemed to be included in this Indenture
by the TIA (an "incorporated provision"), the incorporated provision shall
control.

SECTION 11.01.    Notices.

(a)      Any notice or communication by the Company, any Securityholder or the
Trustee to the other is duly given if in writing and delivered in person, mailed
by First-class mail, or sent by facsimile:

         if to the Company to:
                    BellSouth Corporation
                    1155 Peachtree Street, N.E.
                    Atlanta, Georgia 30309-3610
                    Attn: Treasurer


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<PAGE>

         if to the Trustee to:
                    The Chase Manhattan Bank
                    450 West 33rd Street
                    New York, New York 10001
                    Attn: Institutional Trust Services

(b)      The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.

(c)      Any notice or communication to Holder of Securities entitled to receive
reports pursuant to the TIA shall be mailed by first-class mail to the addresses
for Holders of Registered Securities shown on the register kept by the Registrar
and to addresses filed with the Trustee for other Holders. Failure to so mail a
notice or communication or any defect in such notice or communication shall not
affect its sufficiency with respect to other Holders of Securities of that or
any other Series entitled to receive notice.

(d)      If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

(e)      If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and to each Agent at the same time.

(f)      If it shall be impractical in the opinion of the Trustee or the Company
to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

(g)      All other notices or communications will be in writing.

SECTION 11.03.    Acts of Securityholders.

(a)      Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee, 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 Unregistered Securities,
shall be sufficient for any purpose of this Indenture and conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

(b)      The fact and date of the execution by any person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
an officer of a corporation or a member of a partnership, on behalf of such
corporation or partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority.


                                    Page 38
<PAGE>

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

SECTION 11.04.    Determination of Voting Rights; Conduct of Meetings.

(a)      At any meeting of Securityholders, each Holder or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities held or
represented. If any Securities entitled to vote at such meeting are Original
Issue Discount Securities, such Holders shall have such votes as are determined
by reference to such portion of the principal amount as may be specified in the
terms of each such Series which would be due and payable at the time of such
meeting. However, no vote shall be cast or counted in respect of any Security
which is challenged as not outstanding and ruled to be not outstanding.

(b)      The Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders and the appointment of proxies in
regard thereto. A chairman and secretary of the meeting shall be elected by vote
of the Holders of a majority of the votes represented and entitled to vote at
the meeting.

SECTION 11.05.    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, including the execution of an indenture
supplemental hereto, 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 stating that such proposed action is
authorized under and complies with the terms of this Indenture; and

(2)      an Opinion of Counsel stating that, in the opinion of such counsel, all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and stating that such proposed action is
authorized under and complies with the terms of this Indenture.

SECTION 11.06.    Statements Required in Certificate or Opinion.

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

(1)      a statement that the person making such certificate or opinion 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
         certificate or opinion are based;

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

(4)      a statement as to whether or not, in the opinion of such person, such
         condition or covenant has been complied with.


                                    Page 39
<PAGE>

SECTION 11.07.    Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. The Paying Agent or Registrar may make
reasonable rules and set reasonable requirements for its functions.

SECTION 11.08.    Legal Holidays.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in Atlanta, Georgia or New York, New York are not required to be
open. If a payment date is a Legal Holiday at a place of payment, payment may be
made at such place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

SECTION 11.09.    Governing Law.

         The laws of the State of New York shall govern this Indenture, the
Securities and any coupons appertaining thereto.

SECTION 11.10.    No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Affiliate. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

SECTION 11.11.    No Recourse Against Others.

         No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligation of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

SECTION 11.12.    Securities in Foreign Currencies.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any Series in
which some or all of such Securities are denominated in a currency other than
U.S. dollars or (ii) any distribution to Holders of Securities, unless otherwise
specified as contemplated by Section 2.02 for Securities for such Series, any
amount in respect of any Security denominated in a currency other than United
States dollars shall be treated for any such action or distribution as that
amount of United States dollars that could be obtained for such amount on such
reasonable basis of exchange and as of the record date for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date or such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee or, in absence of such written notice, as the Trustee may
determine.

SECTION 11.13.    Currencies.

         Except as may otherwise be provided in the form of Securities of any
particular Series pursuant to the provisions of this Indenture, all references
in this Indenture or in the Securities to "dollars," "$" or any similar
reference shall be to the currency of the United States of America.

SECTION 11.14.    Execution in Counterparts.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one instrument.


                                    Page 40
<PAGE>

            [SIGNATURE PAGE TO INDENTURE DATED AS OF AUGUST 15, 2001]

                        BELLSOUTH CORPORATION


                        By /s/ Linda S. Harty
                           -----------------------------------
                        Title  Vice President and Treasurer

                        THE CHASE MANHATTAN BANK


                        By  /s/ Gregory Shea
                          -------------------------------------
                        Title Assistant Vice President


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