THIRD SUPPLEMENTAL INDENTURE, dated as of February 14, 2003
(this "Third Supplemental Indenture"), between WYETH, a Delaware corporation
(formerly known as American Home Products Corporation) (the "Issuer") and
JPMORGAN CHASE BANK (as successor to THE CHASE MANHATTAN BANK), a corporation
duly organized and existing under the laws of the State of New York, as trustee
(the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Issuer and the Trustee have duly executed and
delivered an Indenture, dated as of April 10, 1992 (as amended on October 13,
1992, the "Indenture"), providing for the authentication, issuance, delivery and
administration of unsecured debentures, notes or other evidences of indebtedness
to be issued in one or more series by the Issuer (the "Securities");

                  WHEREAS, pursuant to the terms of the Indenture, the Issuer
desires to provide for the establishment of new series of Securities (the
"Notes") to be issued under the Indenture in an aggregate principal amount of up
to $1,800,000,000, which may be authenticated and delivered as provided in the
Indenture;

                  WHEREAS, the Issuer desires to amend the provisions of the
Indenture to issue the Notes under the terms of the Indenture as supplemented
hereby;

                  WHEREAS, Section 8.1 of the Indenture expressly permits the
Issuer and the Trustee to enter into one or more supplemental indentures for the
purposes, inter alia, of establishing the forms and terms of Securities to be
issued under the Indenture or making certain provisions in the Indenture which
the Issuer deems necessary or desirable, and permits the execution of such
supplemental indentures without the consent of the Holders of any Securities
then outstanding;

                  WHEREAS, for the purposes hereinabove recited, and pursuant to
due corporate action, the Issuer has duly determined to execute and deliver to
the Trustee this Third Supplemental Indenture; and

                  WHEREAS, all conditions and requirements necessary to make
this Third Supplemental Indenture a valid, legal and binding instrument in
accordance with its terms have been done and performed, and the execution and
delivery hereof have been in all respects duly authorized;

                  NOW, THEREFORE, in consideration of the premises, the Issuer
and the Trustee mutually covenant and agree as follows:

SECTION 1.        DEFINITIONS.

1.1 All terms contained in this Third Supplemental Indenture shall, except as
specifically provided herein or except as the context may otherwise require,
have the meanings given to such terms in the Indenture.

1.2 Unless the context  otherwise  requires,  the following terms shall have the
following meanings:

          "Depositary" means The Depository Trust Company or any other
depositary from time to time specified pursuant to the Indenture.

         "Global Note Legend" means the legend set forth in Exhibit A hereto
which is required to be placed on all Global Notes issued under this Third
Supplemental Indenture.

         "Global Notes" mean Notes constituting Registered Global Securities
substantially in the form of Exhibit A hereto and bearing the Global Note
Legend.

          "Registrar" means the registrar specified from time to time pursuant
to Section 3.2 of the Indenture.

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

SECTION 2.        TERMS AND CONDITIONS OF THE SECURITIES.

                  There is hereby authorized the following series of Notes:

2.1      4.125% Notes due 2008.

     (a) A new  series  of  senior  unsecured  notes is  hereby  authorized  and
designated as the "4.125% Notes due 2008".

     (b) The  4.125%  Notes due 2008 shall be  limited  in  aggregate  principal
amount to  $300,000,000  and,  subject to adjustment as described in the form of
Note  attached  hereto as Exhibit A, shall bear interest at a rate of 4.125% per
annum, shall mature on March 1, 2008 and shall be subject to optional redemption
at any time by the  Issuer  pursuant  to the terms set forth in the form of Note
with respect thereto.

2.2      5.250% Notes due 2013.

     (a) A new  series  of  senior  unsecured  notes is  hereby  authorized  and
designated as the "5.250 % Notes due 2013".

     (b) The  5.250%  Notes due 2013 shall be  limited  in  aggregate  principal
amount to $1,500,000,000  and, subject to adjustment as described in the form of
Note  attached  hereto as Exhibit A, shall bear interest at a rate of 5.250% per
annum,  shall  mature  on March  15,  2013  and  shall be  subject  to  optional
redemption at any time by the Issuer pursuant to the terms set forth in the form
of Note with respect thereto.

2.3 Issuance of Additional Securities. The Issuer shall be permitted to amend
this Third Supplemental Indenture in order to increase the aggregate principal
amount of Notes of any series that may be issued hereunder without the consent
of the Holders of Notes of any series so affected.

2.4 Form of Global Notes. The Notes shall be issued in the form of Global Notes
(including the Global Note Legend thereon and the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced to reflect any redemptions. Any endorsement of a Global Note to
reflect the amount of any decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee, as custodian
of the Global Notes, in accordance with instructions given by the Holder
thereof.

SECTION 3.        MISCELLANEOUS.

3.1 Ratification of Indenture. The Indenture, as supplemented by this Third
Supplemental Indenture, is in all respects ratified and confirmed, and this
Third Supplemental Indenture shall be deemed a part of the Indenture in the
manner and to the extent herein and therein provided.

3.2 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE, EACH NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD SUPPLEMENTAL INDENTURE AND EACH
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

3.3 Counterparts.  This Third Supplemental  Indenture may be executed in several
counterparts,  each of which shall be an original,  and all collectively but one
and the same instrument.

3.4 The Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Third Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
are made solely by the Issuer.



<PAGE>


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



                                 WYETH, as Issuer


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



                                 JPMORGAN CHASE BANK, as Trustee


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


<PAGE>

                                                  EXHIBIT A
                                 [FACE OF NOTE]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.8 OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
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. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



<PAGE>


No. __________                                        $_____________

                                                      CUSIP:____________

                                      WYETH

                                o% Notes due 20__


ORIGINAL ISSUE DATE:                                  INTEREST PAYMENT DATES:

INTEREST RATE:                                        RECORD DATES:
MATURITY DATE:

                  Wyeth, a Delaware corporation (together with its successors
and assigns, the "Issuer"), for value received, hereby promises to pay to
_______ or registered assignees, the principal sum of _______ on the Maturity
Date specified above and to pay interest thereon at the Interest Rate per annum
specified above, semiannually in arrears on each Interest Payment Date specified
above during each year commencing on the Interest Payment Date next succeeding
the Original Issue Date specified above, and at maturity (or on any redemption
or repayment date).

                  Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from the Original Issue Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the applicable
Record Date specified above relating to such Interest Payment Date (whether or
not a Business Day); provided, however, that interest payable at maturity (or on
any redemption or repayment date) will be payable to the person to whom the
principal hereof shall be payable. As used herein, "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York.

                  Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other
paying agency as the Issuer may determine. Payment of the principal of and
premium, if any, and interest on this Note will be made by U.S. dollar check
mailed to the address of the person entitled thereto as such address shall
appear in the Note register. A holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date will be entitled
to receive payments of interest, other than interest due at maturity or on any
date of redemption or repayment, by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.

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

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



<PAGE>


                  IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:
                                                     WYETH



                                                     By: _____________________
                                                          Name:
                                                          Title:



TRUSTEE'S CERTIFICATE
OF AUTHENTICATION



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



                         JPMORGAN CHASE BANK, as Trustee



                                               By: _____________________
                                                   Name:
                                                   Title:  Authorized Officer

<PAGE>


                                 [BACK OF NOTE]

                  This Note is one of a duly authorized issue of o% Notes due
20__ (the "Notes") of the Issuer. The Notes are issuable under an indenture,
dated as of April 10, 1992 (as amended by the Supplemental Indenture dated as of
October 13, 1992, and as further amended by the Third Supplemental Indenture
dated as of February 14, 2003, the "Indenture"), each between the Issuer and
JPMorgan Chase Bank (successor to The Chase Manhattan Bank), as trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The Issuer
has appointed JPMorgan Chase Bank at its principal corporate trust office in The
City of New York as the paying agent (the "Paying Agent," which term includes
any additional or successor Paying Agent appointed by the Issuer) with respect
to the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates or otherwise, all as
provided in the Indenture. To the extent not inconsistent herewith, the terms of
the Indenture are hereby incorporated by reference herein.

                  At any time on or after February 11, 2003, to and including
March 15, 2006, the interest rate payable on this Note will be subject to
adjustment from time to time if either Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Ratings Services, a division of McGraw-Hill,
Inc. ("S&P") downgrades the rating ascribed to the Notes as set forth below.

         (a) If the rating from Moody's is decreased to a rating set out below,
the interest rate will increase from the rate set forth on the face of this Note
by the percentage per annum set opposite that rating:

         Rating                                          Percentage
         ------                                          ----------
         Baal.....................................          .25%
         Baa2.....................................          .50%
         Baa3.....................................          .75%
         Bal......................................         1.00%

         (b) If the rating from S&P is decreased to a rating set out below, the
interest rate will increase from the rate set forth on the face of this Note by
the percentage per annum set opposite that rating:

         Rating                                           Percentage
         ------                                           ----------
         BBB+.....................................          .25%
         BBB......................................          .50%
         BBB-.....................................          .75%
         BB+......................................         1.00%

         Each adjustment required by any decrease in rating above, whether
occasioned by the action of Moody's or S&P, shall be made independent of any and
all other adjustments. If Moody's or S&P subsequently increases its ratings of
the Notes to any of the thresholds set forth above, the interest rate on this
Note will be readjusted downwards to the percentage set forth opposite such
ratings threshold above, provided that in no event shall (a) the interest rate
payable with respect to this Note be reduced to below the interest rate set
forth on the face of this Note, and (b) the total increase in the interest rate
on this Note exceed 2.00% per annum.

         Any interest rate increase or decrease, as described herein, will take
effect from the Interest Payment Date following which a ratings change requires
an adjustment in the interest rate. The interest rate in effect on March 15,
2006 for this Note will, thereafter, become the effective interest rate on this
Note until maturity.

                  This Note may be redeemed in whole or in part at the option of
the Issuer upon payment of the redemption price specified below. If the Issuer
exercises the option to redeem this Note, the redemption price will equal the
greater of (i) 100% of the principal amount of this Note or (ii) the sum, as
determined by the Quotation Agent (defined below), of the present value of the
principal amount of this Note and the remaining scheduled payments of interest
on this Note from the redemption date to the Maturity Date, exclusive of
interest accrued to the redemption date, discounted from the scheduled payment
dates to the redemption date on a semiannual basis (assuming a 360-day year of
twelve 30-day months) at the Treasury Rate (defined below) plus -M104-basis
points, plus accrued and unpaid interest on the principal amount being redeemed
to the date of redemption. Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses as
the same shall appear on the Note register not less than 30 nor more than 60
days prior to the date fixed for redemption, subject to all the conditions and
provisions of the Indenture. In the event of redemption of this Note in part
only, a new Note or Notes for the amount of the unredeemed portion hereof shall
be issued in the name of the holder hereof upon the cancellation hereof.

                  For purposes of the immediately preceding paragraph, the
following defined terms shall have the meanings specified:

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

          "Comparable  Treasury  Price"  means,  with respect to any  redemption
     date,  the average of two Reference  Treasury  Dealer  Quotations  for such
     redemption date.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
     Issuer.

          "Reference  Treasury Dealer" means each of J.P. Morgan Securities Inc.
     and Salomon Smith Barney Inc.,  and their  successors;  provided,  however,
     that  if  any of the  foregoing  ceases  to be a  primary  U.S.  Government
     securities  dealer  in New York City (a  "Primary  Treasury  Dealer"),  the
     Issuer will substitute therefor another Primary Treasury Dealer.

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

          "Treasury Rate" means,  with respect to any redemption  date, the rate
     per annum  equal to the  semiannual  yield to  maturity  of the  Comparable
     Treasury  Issue,  calculated  on the  third  business  day  preceding  such
     redemption date using a price for the Comparable  Treasury Issue (expressed
     as a percentage of its principal  amount) equal to the Comparable  Treasury
     Price for such redemption date.

     Interest  payments  on this  Note  will  include  interest  accrued  to but
excluding  the  Interest  Payment  Dates or the  Maturity  Date (or any  earlier
redemption or repayment  date), as the case may be.  Interest  payments for this
Note will be computed and paid on the basis of a 360-day  year of twelve  30-day
months.

     In the case where the Interest  Payment  Date or the Maturity  Date (or any
redemption  or  repayment  date)  does not fall on a  Business  Day,  payment of
interest,  premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next  succeeding  Business Day with
the same  force and  effect as if made on the  Interest  Payment  Date or on the
Maturity  Date (or any  redemption or repayment  date),  and no interest on such
payment shall accrue for the period from and after the Interest  Payment Date or
the Maturity Date (or any redemption or repayment  date) to such next succeeding
Business Day.

     This Note and all the  obligations  of the  Issuer  hereunder  are  direct,
unsecured  obligations  of the Issuer and rank  without  preference  or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated   indebtedness  of  the  Issuer,  subject  to  certain  statutory
exceptions in the event of liquidation upon insolvency.

     This Note,  and any Note or Notes issued upon  registration  of transfer or
exchange hereof, is issuable only in fully registered form, without coupons, and
is issuable only in  denominations  of U.S. $1,000 and any integral  multiple of
U.S. $1,000 in excess thereof.

     The Trustee has been  appointed  registrar  for the Notes,  and the Trustee
will maintain at its principal  corporate trust office in The City of New York a
register  for  the  registration  and  transfer  of  Notes.  This  Note  may  be
transferred at the aforesaid office of the Trustee by surrendering this Note for
cancellation,   accompanied  by  a  written   instrument  of  transfer  in  form
satisfactory to the Trustee and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Trustee shall issue in the name of the  transferee or  transferees,  in exchange
herefor,  a new Note or Notes having identical terms and provisions and having a
like  aggregate  principal  amount in authorized  denominations,  subject to the
terms and conditions set forth herein; provided,  however, that the Trustee will
not be required  (i) to register  the  transfer of or exchange any Note that has
been called for redemption in whole or in part, except the unredeemed portion of
Notes being  redeemed in part,  (ii) to register the transfer of or exchange any
Note if the holder  thereof  has  exercised  his right,  if any,  to require the
Issuer to repurchase  such Note in whole or in part,  except the portion of such
Note not  required to be  repurchased,  or (iii) to register  the transfer of or
exchange  Notes to the extent and during the period so provided in the Indenture
with respect to the redemption of Notes.  Notes are  exchangeable at said office
for other Notes of other authorized  denominations of equal aggregate  principal
amount having  identical terms and provisions.  All such exchanges and transfers
of Notes will be free of charge,  but the  Issuer may  require  payment of a sum
sufficient  to  cover  any  tax  or  other  governmental  charge  in  connection
therewith.  All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form  satisfactory  to the Trustee and executed by the
registered  holder in person or by the  holder's  attorney  duly  authorized  in
writing.  The date of  registration  of any Note  delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of  interest  results  from
such exchange or transfer.

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

     The Indenture  provides that, (a) if an Event of Default (as defined in the
Indenture)  due to the default in payment of  principal  of, or interest on, any
series of debt  securities  issued under the Indenture,  including the series of
Notes of which this Note forms a part, or due to the default in the  performance
or breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding  debt securities
issued under the  Indenture  shall have occurred and be  continuing,  either the
Trustee or the holders of not less than 25% in aggregate principal amount of all
affected debt securities issued under the Indenture then outstanding (treated as
one class) may then  declare the  principal of all debt  securities  of all such
series and interest accrued thereon to be due and payable immediately and (b) if
an Event of  Default  due to a default  in the  performance  of any other of the
covenants or  agreements in the Indenture  applicable  to all  outstanding  debt
securities issued  thereunder,  including this Note, or due to certain events of
bankruptcy, insolvency and reorganization of the Issuer, shall have occurred and
be  continuing,  either  the  Trustee  or the  holders  of not less  than 25% in
aggregate  principal  amount of all debt  securities  issued under the Indenture
then  outstanding  (treated as one class) may declare the  principal of all such
debt securities and interest accrued thereon to be due and payable  immediately,
but upon certain  conditions such declarations may be annulled and past defaults
may be waived  (except a  continuing  default  in payment  of  principal  of, or
interest  on, such debt  securities)  by the holders of a majority in  principal
amount of the debt securities of all affected series then outstanding.

     The Indenture  permits the Issuer and the Trustee,  with the consent of the
holders of not less than a majority in  aggregate  principal  amount of the debt
securities  of all  series  issued  under the  Indenture  then  outstanding  and
affected (voting as one class),  to execute  supplemental  indentures adding any
provisions to or changing in any manner the rights of the holders of each series
so  affected;  provided  that the Issuer and the  Trustee  may not,  without the
consent of the holder of each outstanding debt security  affected  thereby,  (a)
extend the final  maturity of any such debt  security,  or reduce the  principal
amount  thereof,  or reduce the rate or extend  the time of payment of  interest
thereon,  or reduce any amount  payable on redemption or repayment  thereof,  or
change the  currency  of payment  thereof,  or impair or affect the right of any
holder to institute  suit for the payment  thereof;  or (b) reduce the aforesaid
percentage in principal  amount of debt securities the consent of the holders of
which is required for any such supplemental  indenture; or (c) modify any of the
foregoing  provisions  except to increase any such percentage or to provide that
other  provisions  cannot be  modified  or waived  without  the  consent of each
affected holder.

     So long as this Note  shall be  outstanding,  the  Issuer  will cause to be
maintained  an office or agency for the payment of the principal of and premium,
if any,  and  interest  on this  Note  as  herein  provided  in the  Borough  of
Manhattan,  The City of New York,  and an office  or agency in said  Borough  of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may  designate  other  agencies  for the  payment of said  principal,
premium and  interest at such place or places  (subject to  applicable  laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer  shall keep the Trustee  advised of the names and  locations  of such
agencies, if any are so designated.

     With  respect to moneys  paid by the Issuer and held by the  Trustee or any
Paying Agent for payment of the principal of or interest or premium,  if any, on
any Notes that remain  unclaimed  at the end of two years after such  principal,
interest or premium  shall have  become due and payable  (whether at maturity or
upon call for  redemption  or  otherwise),  (i) the Trustee or such Paying Agent
shall  notify the holders of such Notes that such moneys  shall be repaid to the
Issuer and any person  claiming  such moneys shall  thereafter  look only to the
Issuer  for  payment  thereof  and (ii)  such  moneys  shall be so repaid to the
Issuer.  Upon such  repayment  all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any  obligation  that the  Issuer  may have to pay the  principal  of or
interest or premium, if any, on this Note as the same shall become due.

     No  provision  of this Note or of the  Indenture  shall alter or impair the
obligation  of the  Issuer,  which is  absolute  and  unconditional,  to pay the
principal of, premium,  if any, and interest on this Note at the time, place and
rate, and in the coin and currency,  herein  prescribed  unless otherwise agreed
between the Issuer and the registered holder of this Note.

     Prior to due  presentment of this Note for  registration  of transfer,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
holder in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether  or not this Note be  overdue,  and none of the  Issuer,  the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse under or upon any obligation,  covenant or agreement  contained
in the  Indenture,  or in this Note,  or because of the  indebtedness  evidenced
hereby,  shall be had against any  incorporator,  as such,  or against any past,
present or future stockholder, officer or director, as such, of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law,  statute or  constitutional  provision or by the enforcement of any
assessment  or by any  legal or  equitable  proceeding  or  otherwise,  all such
liability being, by the acceptance  hereof and as part of the  consideration for
the issuance hereof, expressly waived and released.

     This  Note  shall  for all  purposes  be  governed  by,  and  construed  in
accordance with, the laws of the State of New York.

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



<PAGE>


                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

------------------------------------------------------------
             (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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


and irrevocably appoint

to transfer this Note on the books of the Issuer.  The agent may substitute
another to act for him.

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


Date:

                           Your Signature:
                (Sign exactly as your name appears on the face of this Note)

                             Tax Identification No:

                                         SIGNATURE GUARANTEE:

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

                                         Signatures must be
                                         guaranteed by an "eligible
                                         guarantor institution"
                                         meeting the requirements of
                                         the Registrar, which
                                         requirements include
                                         membership or participation
                                         in the Security Transfer
                                         Agent Medallion Program
                                         ("STAMP") or such other
                                         "signature guarantee
                                         program" as may be
                                         determined by the Registrar
                                         in addition to, or in
                                         substitution for, STAMP,
                                         all in accordance with the
                                         Securities Exchange Act of
                                         1934, as amended.


<PAGE>


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

                  Amount of decrease                             Principal Amount of
                  in Principal         Amount of increase in     this Global Note
                  Amount of this       Principal Amount of       following such decrease   Signature of authorized
Date of Exchange  Global Note          this Global Note          (or increase)             officer of Trustee
<S>               <C>                  <C>                       <C>                       <C>

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

----------------------------------------------------------------------------------------------
</TABLE>