EXECUTION COPY


                  FIFTH SUPPLEMENTAL INDENTURE, dated as of December 16, 2003
(this "Fifth 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 $3,000,000,000, 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 Fifth Supplemental Indenture; and

                  WHEREAS, all conditions and requirements necessary to make
this Fifth 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 Fifth 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 Fifth
     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 5.500% Notes due 2014.

     (a)  A new  series  of senior  unsecured  notes is  hereby  authorized  and
          designated as the "5.500% Notes due 2014".

     (b)  The 5.500%  Notes due 2014 shall be  limited  in  aggregate  principal
          amount to  $1,750,000,000  and,  subject to adjustment as described in
          the form of Note attached  hereto as Exhibit A, shall bear interest at
          a rate of 5.500% per annum, shall mature on February 1, 2014 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 6.450% Notes due 2024.

     (a)  A new  series  of senior  unsecured  notes is  hereby  authorized  and
          designated as the "6.450 % Notes due 2024".

     (b)  The 6.450%  Notes due 2024 shall be  limited  in  aggregate  principal
          amount to $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 6.450% per annum,  shall  mature on February 1, 2024 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 6.500% Notes due 2034.

     (a)  A new  series  of senior  unsecured  notes is  hereby  authorized  and
          designated as the "6.500 % Notes due 2034".

     (b)  The 6.500%  Notes due 2034 shall be  limited  in  aggregate  principal
          amount to $750,000,000  and, subject to adjustment as described in the
          form of Note  attached  hereto as Exhibit A, shall bear  interest at a
          rate of 6.500% per annum,  shall  mature on February 1, 2034 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.


     2.4  Issuance of  Additional  Securities.  The Issuer shall be permitted to
amend this Fifth  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.

     2.5 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 Fifth
Supplemental  Indenture,  is in all respects  ratified and  confirmed,  and this
Fifth  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 FIFTH  SUPPLEMENTAL  INDENTURE,  EACH NOTE AND THE
RIGHTS AND  OBLIGATIONS OF THE PARTIES UNDER THIS FIFTH  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 Fifth  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 Fifth
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 Fifth 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 supplemented by the Fifth Supplemental Indenture dated
as of December 16, 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 December 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
         ------                                                    ----------
         Baa2...............................................          .25%
         Baa3...............................................          .50%
         Bal................................................          .75%

         (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 rate set forth on the face of this Note
plus the applicable 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 1.75%
per annum.

         Any interest rate increase or decrease, as described herein, will take
effect from the first day of the interest period during 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 (the "Remaining Life"), 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 [  ] 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.

               "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  Citigroup  Global
          Markets Inc. and J.P. Morgan  Securities  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>

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

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</TABLE>