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                                                                     EXHIBIT 4.1

                          NINTH SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 10, 2003

                                     BETWEEN

                          THE WILLIAMS COMPANIES, INC.,

                                    AS ISSUER

                                       AND

                              JPMORGAN CHASE BANK,

                                   AS TRUSTEE

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<TABLE>
<S>                                                                                             <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definition of Terms...........................................................    1
Section 1.02.  Rules of Construction.........................................................   25

                                    ARTICLE 2
                               THE SERIES OF NOTES

Section 2.01.  Title of the Securities.......................................................   25
Section 2.02.  Form And Dating...............................................................   25
Section 2.03.  Aggregate Principal Amount....................................................   26
Section 2.04.  Principal Payment Date........................................................   26
Section 2.05.  Interest And Interest Dates...................................................   26
Section 2.06.  Optional Redemption...........................................................   26
Section 2.07.  Redemption with Proceeds of Public Equity Offering............................   27
Section 2.08.  Change Of Control Offer.......................................................   27
Section 2.09.  Defeasance....................................................................   30

                                    ARTICLE 3
                                    COVENANTS

Section 3.01.  Applicability Of Covenants....................................................   30
Section 3.02.  Commission Reports; Financial Statements......................................   30
Section 3.03.  Limitation On Restricted Payments.............................................   31
Section 3.04.  Limitation On Incurrence Of Indebtedness And Issuance Of Preferred Stock......   35
Section 3.05.  Limitation On Liens...........................................................   37
Section 3.06.  Limitation On Dividend And Other Payment Restrictions Affecting Subsidiaries..   38
Section 3.07.  Repurchase Of Notes Upon A Change Of Control..................................   39
Section 3.08.  Limit On Asset Sales..........................................................   40
Section 3.09.  Limitation On Transactions With Affiliates....................................   44
Section 3.10.  Designation Of Restricted And Unrestricted Subsidiaries.......................   46
Section 3.11.  Limitation On Sale And Leaseback Transactions.................................   46
Section 3.12.  Business Activities...........................................................   46
Section 3.13.  Payments For Consent..........................................................   46
Section 3.14.  Limitation On Mergers, Consolidations And Sales Of Assets.....................   47
Section 3.15.  Covenant Termination..........................................................   48

                                    ARTICLE 4
                                EVENTS OF DEFAULT

Section 4.01.  Applicability Of Events Of Default............................................   48
Section 4.02.  Events Of Default Defined.....................................................   48
Section 4.03.  Acceleration..................................................................   51
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<TABLE>
<S>                                                                                            <C>
Section 4.04.  Waiver Of Existing Defaults...................................................   52
Section 4.05.  Conflict with Base Indenture..................................................   52

                                    ARTICLE 5
                               EXECUTION OF NOTES

Section 5.01.  Execution of Notes............................................................   52

                                    ARTICLE 6
                            MISCELLANEOUS PROVISIONS

Section 6.01.  Ratification..................................................................   53
Section 6.02.  Counterparts..................................................................   53
Section 6.03.  Governing Law.................................................................   53
Section 6.04.  No Recitals, etc..............................................................   53
Section 6.05.  Paying Agent..................................................................   53
Section 6.06.  Liability Of Incorporators, Stockholders, etc.................................   53

Exhibit A. Form of Note......................................................................  A-1
</TABLE>

                                       ii

<PAGE>

         NINTH SUPPLEMENTAL INDENTURE, dated as of June 10, 2003 (the "NINTH
SUPPLEMENTAL INDENTURE"), between The Williams Companies, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"COMPANY"), and JPMorgan Chase Bank, a New York banking corporation (as
successor trustee to Bank One Trust Company, National Association (successor in
interest to the First National Bank of Chicago)), as trustee (the "TRUSTEE").

         WHEREAS, the Company executed and delivered the Indenture dated as of
November 10, 1997 (the "BASE INDENTURE") to the Trustee to provide for the
issuance from time to time of the Company's senior, unsecured debentures, notes,
or other evidences of indebtedness (the "SECURITIES"), to be issued in one or
more series as might be determined by the Company under the Base Indenture; and

         WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 8 5/8% Senior Notes due 2010 (the "NOTES"), the form and terms of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this Ninth Supplemental Indenture (together,
the "INDENTURE"); and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Ninth Supplemental Indenture and all requirements necessary to make this
Ninth Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, and to make the Notes, when executed, authenticated
and delivered by the Company, the valid, binding and enforceable obligations of
the Company, have been done and performed, and the execution and delivery of
this Ninth Supplemental Indenture has been duly authorized in all respects.

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the form and terms of the Notes, the Company covenants
and agrees with the Trustee as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.01. Definition of Terms.Unless the context otherwise
requires:

                  (a)      except as provided in Section 1.01(c), a term defined
         in the Base Indenture has the same meaning when used in this Ninth
         Supplemental Indenture;

                  (b)      a term defined anywhere in this Ninth Supplemental
         Indenture has the same meaning throughout;

<PAGE>

                  (c)      a term defined anywhere in this Ninth Supplemental
         Indenture that has a meaning inconsistent with the meaning given such
         term in the Base Indenture shall have the meaning given such term in
         this Ninth Supplemental Indenture;

                  (d)      the singular includes the plural and vice versa;

                  (e)      headings are for convenience of reference only and do
         not affect interpretation; and

                  (f)      the following terms have the meanings given to them
         in this Section 1.01(f):

         "ACQUIRED DEBT" means, with respect to any specified Person:

                  (1)      Indebtedness of any other Person existing at the time
         such other Person is merged with or into or became a Subsidiary of such
         specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
         or into, or becoming a Subsidiary of, such specified Person; and

                  (2)      Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH" have correlative meanings.

         "ASSET SALE" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any assets or rights; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole will be governed by
         the provisions of Section 3.07 or Section 3.14 hereof and not by the
         provisions of Section 3.08; and

                  (2)      the issuance of Equity Interests in any of the
         Company's Restricted Subsidiaries or the sale of Equity Interests in
         any of its Restricted Subsidiaries.

                                       2

<PAGE>

         Notwithstanding the preceding, the following items will not be deemed
to be Asset Sales:

                  (1)      any single transaction or series of related
         transactions that involves assets having a fair market value of less
         than $10.0 million;

                  (2)      a transfer of assets between or among the Company and
         its Restricted Subsidiaries,

                  (3)      an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary;

                  (4)      the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business;

                  (5)      the sale or other disposition of cash or Cash
         Equivalents;

                  (6)      dispositions of accounts receivable and related
         assets to a Securitization Subsidiary in connection with a Permitted
         Receivables Financing;

                  (7)      Sale and Leaseback Transactions;

                  (8)      a Restricted Payment or Permitted Investment that is
         permitted by Section 3.03 hereof;

                  (9)      dispositions in the ordinary course of business on
         arm's-length terms consummated pursuant to Oil and Gas Agreements; and

                  (10)     (i) dispositions of property acquired after the date
         hereof required in connection with operating contracts, joint venture
         agreements and lease arrangements entered into after the date hereof in
         the ordinary course of business and on arm's-length terms (which
         disposition is with the other party to such agreement), the aggregate
         value of which shall not exceed $25,000,000 per fiscal year and (ii)
         dispositions required in connection with operating contracts, joint
         venture agreements and lease agreements existing on the date hereof.

         "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

         "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial

                                       3

<PAGE>

ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"BENEFICIALLY OWNS" and "BENEFICIALLY OWNED" have a corresponding meaning.

         "BOARD OF DIRECTORS" means:

                  (1)      with respect to a corporation, the board of directors
         of the corporation or any committee of such board authorized to act on
         its behalf;

                  (2)      with respect to a partnership, the board of directors
         of the general partner of the partnership or any committee of such
         board authorized to act on its behalf; and

                  (3)      with respect to any other Person, the board or
         committee of such Person serving a similar function.

         "CAPITAL LEASE OBLIGATION" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "CAPITAL STOCK" means:

                  (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
         and all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3)      in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                  (4) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "CASH EQUIVALENTS" means:

                  (1)      United States dollars;

                  (2)      securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than two years from the date
         of acquisition;

                                       4

<PAGE>

                  (3)      (i) demand deposits, (ii) certificates of deposit and
         eurodollar time deposits with maturities of one year or less from the
         date of acquisition, (iii) bankers' acceptances with maturities not
         exceeding 365 days and (iv) overnight bank deposits and other similar
         types of investments routinely offered by commercial banks, in each
         case, with any lender party to the Credit Agreement or with any
         domestic commercial bank or trust company having capital and surplus in
         excess of $100.0 million;

                  (4)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (2) and (3) above entered into with any financial institution meeting
         the qualifications specified in clause (3) above;

                  (5)      commercial paper rated at least P-2 by Moody's or A-2
         by S&P and in each case maturing within 270 days after the date of
         acquisition;

                  (6)      short-term tax exempt securities, including municipal
         notes, commercial paper, auction rate floaters, and floating rate notes
         rated either P-1 by Moody's or A-1 by S&P and maturing within 270 days
         of acquisition;

                  (7)      securities with maturities of one year or less from
         the date of acquisition issued or fully guaranteed by any state,
         commonwealth or territory of the United States, by any political
         subdivision or taxing authority of any such state, commonwealth or
         territory or by any foreign government, the securities of which state,
         commonwealth, territory, political subdivision, taxing authority or
         foreign government (as the case may be) are rated at least A by Moody's
         or A by S&P;

                  (8)      money market funds the assets of which constitute
         primarily Cash Equivalents of the kinds described in clauses (1)
         through (7) of this definition; and

                  (9)      deposits available for withdrawal on demand with any
         commercial bank not meeting the qualifications specified in clause (3)
         above; provided that all such deposits are made in the ordinary course
         of business, do not remain on deposit for more than 30 consecutive days
         and do not exceed $10.0 million in the aggregate at any one time.

         "CHANGE OF CONTROL" means the occurrence of any of the following:

                  (1)      the direct or indirect sale, transfer, conveyance or
         other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and its Restricted Subsidiaries
         taken as a whole to

                                       5

<PAGE>

         any "person" (as that term is used in Section 13(d)(3) of the Exchange
         Act);

                  (2)      the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                  (3)      the consummation of any transaction (including,
         without limitation, any merger or consolidation) the result of which is
         that, any "person" or "group" (as such terms are used for purposes of
         Sections 13(d) and 14(d) of the Exchange Act) (other than a trustee or
         other fiduciary holding securities under an employee benefit plan of
         the Company or any of its Subsidiaries) becomes the Beneficial Owner,
         directly or indirectly, of more than 50% of the Voting Stock of the
         Company, measured by voting power rather than number of shares;

                  (4)      the first day on which a majority of the members of
         the Board of Directors of the Company are not Continuing Directors; or

                  (5)      the Company consolidates with, or merges with or
         into, any Person, or any Person consolidates with, or merges with or
         into, the Company, in any such event pursuant to a transaction in which
         any of the outstanding Voting Stock of the Company or such other Person
         is converted into or exchanged for cash, securities or other property,
         other than any such transaction where the Voting Stock of the Company
         outstanding immediately prior to such transaction is converted into or
         exchanged for Voting Stock (other than Disqualified Stock) of the
         surviving or transferee Person constituting a majority of the
         outstanding shares of such Voting Stock of such surviving or transferee
         Person (immediately after giving effect to such issuance).

          "CONSOLIDATED CASH FLOW" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus
(without duplication):

                  (1)      an amount equal to any extraordinary loss plus any
         net loss realized by such Person or any of its Subsidiaries in
         connection with an Asset Sale, to the extent such losses were deducted
         in computing such Consolidated Net Income; plus

                  (2)      provision for taxes based on income or profits of
         such Person and its Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (3)      consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of

                                       6

<PAGE>

         debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Related Interest
         Rate or Currency Hedges), to the extent that any such expense was
         deducted in computing such Consolidated Net Income; plus

                  (4)      depreciation, amortization (including amortization of
         goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and other non-cash
         items (excluding any such non-cash item to the extent that it
         represents an accrual of or reserve for cash expenses in any future
         period or amortization of a prepaid cash expense that was paid in a
         prior period) of such Person and its Subsidiaries for such period to
         the extent that such depreciation, amortization and other non-cash
         items were deducted in computing such Consolidated Net Income; plus

                  (5)      unrealized non-cash losses resulting from foreign
         currency balance sheet adjustments required by GAAP to the extent such
         losses were deducted in computing such Consolidated Net Income; plus

                  (6)      all losses incurred as a result of EM&T Portfolio
         Disposition Transactions, to the extent such losses were deducted in
         computing such Consolidated Net Income, minus

                  (7)      all gains as a result of EM&T Portfolio Disposition
         Transactions, to the extent such gains were included in computing such
         Consolidated Net Income; plus

                  (8)      all extraordinary, unusual or non-recurring items of
         gain or loss, or revenue or expense to the extent such gains or losses
         were added or deducted in computing such Consolidated Net Income; minus

                  (9)      non-cash items increasing such Consolidated Net
         Income for such period, other than the accrual of revenue in the
         ordinary course of business,

in each case, on a consolidated basis and determined (where applicable) in
accordance with GAAP.

         "CONSOLIDATED NET INCOME" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

                                       7

<PAGE>

                  (1)      the Net Income (but not loss) of any Person that is
         not a Restricted Subsidiary or that is accounted for by the equity
         method of accounting will be included only to the extent of the amount
         of dividends or distributions paid in cash to the specified Person or a
         Restricted Subsidiary of the Person;

                  (2)      the Net Income of any Restricted Subsidiary will be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         stockholders;

                  (3)      the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition will be excluded; and

                  (4)      the cumulative effect of a change in accounting
         principles will be excluded.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, with respect to any Person at
any date of determination, the aggregate amount of total assets included in such
Person's most recent quarterly or annual consolidated balance sheet prepared in
accordance with GAAP less applicable reserves reflected in such balance sheet,
after deducting the following amounts: (i) all current liabilities reflected in
such balance sheet, and (ii) all goodwill, trademarks, patents, unamortized debt
discounts and expenses and other like intangibles reflected in such balance
sheet.

         "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                  (1)      was a member of such Board of Directors on the date
         hereof; or

                  (2)      was nominated for election or elected to such Board
         of Directors with the approval of a majority of the Continuing
         Directors who were members of such Board at the time of such nomination
         or election.

         "CREDIT AGREEMENT" means the Credit Agreement dated June 6, 2003 by and
among the Company, Northwest Pipeline Corporation and Transcontinental Gas Pipe
Line Corporation as Borrowers and the banks named therein as Banks, the "Issuing
Banks", "Co-Lead Arrangers" and other parties referred to therein, and Citicorp
USA, Inc., as Agent and Collateral Agent, including any related notes,
guarantees, collateral documents, instruments and agreements executed in

                                       8

<PAGE>

connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

         "CREDIT FACILITIES" means, one or more debt facilities (including,
without limitation, (1) the Credit Agreement, (2) the New RMT Loan, and (3) one
or more Permitted Receivables Financings) or commercial paper facilities, in
each case with banks or other institutional lenders, or pursuant to intercompany
loan or advance arrangements between the Company as borrower, on the one hand,
and one or more of its Subsidiaries, on the other (provided that in the case of
such intercompany arrangements with the Company's Subsidiaries that such
arrangements are on terms consistent with practices in existence on the date
hereof) providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

         "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a Change of
Control or an Asset Sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 3.03 hereof.

         "EM&T PORTFOLIO DISPOSITION TRANSACTION" means the sale, buyout,
liquidation or material restructuring, not in the ordinary course of business,
of a tolling or full requirements structured transaction in existence on the
date hereof, and associated Hedging Obligations; provided that in the good faith
belief of an executive officer of the Company, such sale, buyout, liquidation or
restructuring is consistent with the effort to reduce the risk profile and
overall financial commitment of the Company's Energy Marketing & Trading
business.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

                                       9

<PAGE>

         "EQUITY OFFERING" means a primary issuance, after the date hereof, of
Capital Stock (other than Disqualified Stock) of the Company either through an
offering pursuant to an effective registration statement under the Securities
Act (other than an issuance registered on Form S-4 or S-8 or any successor
thereto) or pursuant to a private placement (but excluding in any event any
issuance pursuant to an exemption from the registration requirements of the
Securities Act or any issuance pursuant to employee benefit plans or otherwise
in compensation to officers, directors or employees).

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

         "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Facilities) in
existence on the date hereof, until such amounts are repaid.

         "FIXED CHARGE COVERAGE RATIO" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"CALCULATION DATE"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                  (1)      acquisitions that have been made by the specified
         Person or any of its Restricted Subsidiaries, including through
         mergers, consolidations or otherwise (including acquisitions of assets
         used in a Permitted Business and Qualifying Expansion Projects) and
         including any related financing transactions (including any repayment
         of Indebtedness), during the four-quarter reference period or
         subsequent to such reference period and on or prior to the Calculation
         Date will be given pro forma effect as if they had occurred or (in the
         case of any Qualifying Expansion Projects) have been completed and in
         service on the first day of the four-quarter reference period,
         including any Consolidated Cash Flow (including interest income
         reasonably anticipated by such Person to be received from Cash or Cash
         Equivalents held by such Person or any of its Restricted Subsidiaries)
         and any pro forma expense and cost reductions

                                       10

<PAGE>

         that have occurred or are reasonably expected to occur, in the
         reasonable judgment of the chief financial officer or chief accounting
         officer of the Company (regardless of whether those cost savings or
         operating improvements could then be reflected in pro forma financial
         statements in accordance with Regulation S-X promulgated under the
         Securities Act or any other regulation or policy of the Commission
         related thereto) but in the case of Qualifying Expansion Projects, only
         to the extent of Qualifying Expansion Project Amounts;

                  (2)      the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP, and
         operations or businesses disposed of prior to the Calculation Date,
         will be excluded; and

                  (3)      the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, will be excluded,
         but only to the extent that the obligations giving rise to such Fixed
         Charges will not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of:

                  (1)      the consolidated interest expense of such Person and
         its Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, imputed
         interest with respect to Attributable Debt, commissions, discounts and
         other fees and charges incurred in respect of letter of credit or
         bankers' acceptance financings, any premiums, fees, discounts,
         expenses and losses on the sale of accounts receivable (and any
         amortization thereof) in connection with a Permitted Receivables
         Financing, and net of the effect of all payments made or received
         pursuant to Related Interest Rate or Currency Hedges ; plus

                  (2)      the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

                  (3)      any interest expense on Indebtedness of another
         Person that is Guaranteed by such Person or one of its Restricted
         Subsidiaries or secured by a Lien on assets of such Person or one of
         its Restricted Subsidiaries, whether or not such Guarantee or Lien is
         called upon; plus

                  (4)      the product of (a) all dividends, whether paid or
         accrued and whether or not in cash, on any series of preferred stock of
         such Person

                                       11

<PAGE>

         or any of its Restricted Subsidiaries, other than dividends on Equity
         Interests payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, on a consolidated basis and in accordance with
         GAAP.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, all as in effect from time to time.

         "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person incurred in the normal course of business and
consistent with past practices and not for speculative purposes under:

                  (1)      interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements;

                  (2)      foreign exchange contracts and currency protection
         agreements entered into with one or more financial institutions
         designed to protect the person or entity entering into the agreement
         against fluctuations in interest rates or currency exchanges rates with
         respect to Indebtedness incurred and not for purposes of speculation;

                  (3)      any commodity futures contract, commodity option or
         other similar agreement or arrangement designed to protect against
         fluctuations in the price of commodities used by that entity at the
         time; and

                  (4)      other agreements or arrangements designed to protect
         such person against fluctuations in interest rates or currency exchange
         rates.

         "INDEBTEDNESS" means, with respect to any specified Person, any
obligation of such Person, whether or not contingent:

                  (1)      in respect of borrowed money;

                                       12

<PAGE>

                  (2)      evidenced by bonds (but not including performance or
         surety bonds), notes, debentures or similar instruments or letters of
         credit (or reimbursement agreements in respect thereof);

                  (3)      in respect of banker's acceptances;

                  (4)      representing Capital Lease Obligations;

                  (5)      representing the balance deferred and unpaid
         of the purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable;

                  (6)      representing any Related Interest Rate or Currency
         Hedges, or

                  (7)      under Permitted Receivables Financings;

         if and to the extent any of the preceding items (other than letters of
credit and Related Interest Rate or Currency Hedges and obligations in respect
of Permitted Receivables Financings) would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition, the
term "Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

                  (1)      the accreted value of the Indebtedness, in the case
         of any Indebtedness issued with original issue discount;

                  (2)      in the case of any Permitted Receivables Financing,
         the net unrecovered principal amount of the accounts receivable sold
         thereunder at such date, or other similar amount representing the
         principal financing amount thereof;

                  (3)      in the case of any Related Interest Rate or Currency
         Hedges, the net amount payable if such Related Interest Rate or
         Currency Hedges is terminated at that time due to default by such
         Person (after giving effect to any contractually permitted set-off);
         and

                  (4)      the principal amount of the Indebtedness in the case
         of any other Indebtedness.

         "INVESTMENT GRADE DATE" has the meaning set forth in Section 3.15
hereof.

                                       13

<PAGE>

         "INVESTMENT GRADE RATING" means a rating equal to or higher than Baa3
by Moody's (or its equivalent under any successor rating categories of Moody's)
and BBB- by S&P (or its equivalent under any successor rating categories of
S&P).

         "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees (other than Guarantees of Indebtedness of the
Company or any of its Restricted Subsidiaries to the extent permitted by Section
3.04 hereof)), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business and excluding trade payables of the Company and its Subsidiaries
arising in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Subsidiary of the
Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Company, the
Company will be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in
paragraph (c) of Section 3.03 hereof. The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held
by the acquired Person in such third Person in an amount determined as provided
in paragraph (c) of Section 3.03 hereof.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "MAKE-WHOLE AMOUNT" with respect to a Note means an amount equal to the
excess, if any, of (1) the present value of the remaining interest, premium and
principal payments due on such Note (excluding any portion of such payments of
interest accrued as of the redemption date), computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (2) the outstanding
principal amount of such Note. "TREASURY RATE" is defined as the yield to
maturity (calculated on a semi-annual bond-equivalent basis) at the time of the
computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519), which has become publicly available at least two Business

                                       14

<PAGE>

Days prior to the date of the related redemption notice given pursuant to
Section 12.2 of the Base Indenture or, if such Statistical Release is no longer
published, any publicly available source of similar market data) most nearly
equal to the then remaining maturity of the Notes; provided that if the
Make-Whole Average Life of such Note is not equal to the constant maturity of
the United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the
Make-Whole Average Life of such Note is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used. "MAKE-WHOLE AVERAGE LIFE" means the
number of years (calculated to the nearest one-twelfth) between the date of
redemption and the Stated Maturity of the Notes.

         "MAKE-WHOLE PRICE" means the sum of the Outstanding principal amount of
the Notes to be redeemed plus the Make-Whole Amount of those Notes.

         "MATURITY DATE" means, with respect to any Note, the date on which any
principal of such Note becomes due and payable, whether at the Stated Maturity
with respect to such principal or by declaration of acceleration, call for
redemption or purchase or otherwise.

         "MOODY'S" means Moody's Investors Service, Inc. and its successors.

         "NET INCOME" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

                  (1)      any gain (but not loss), together with any related
         provision for taxes on such gain (but not loss), realized in connection
         with: (a) any Asset Sale; or (b) the disposition of any securities by
         such Person or any of its Subsidiaries or the extinguishment of any
         Indebtedness of such Person or any of its Subsidiaries; and

                  (2)      any extraordinary gain (but not loss), together with
         any related provision for taxes on such extraordinary gain (but not
         loss).

         "NET PROCEEDS" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale (as reasonably estimated by the Company),
in each case, after taking into

                                       15

<PAGE>

account any available tax credits or deductions and any tax sharing
arrangements, and amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

         "NEW RMT LOAN" means the Term Loan Agreement dated as of May 30, 2003
among Williams Production Holdings LLC, Williams Production RMT Company, as
borrower, the "Lenders", "Arrangers", "Co-Syndication Agents" and "Documentation
Agent" referred to therein, and Lehman Commercial Paper Inc., as Administrative
Agent, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and as the same may
further be amended, modified, renewed, refunded, replaced or refinanced from
time to time.

         "NON-RECOURSE DEBT" means Indebtedness:

                  (1)      as to which neither the Company nor any of its
         Restricted Subsidiaries (a) provides credit support of any kind
         (including any undertaking, agreement or instrument that would
         constitute Indebtedness), (b) is directly or indirectly liable as a
         guarantor or otherwise, or (c) constitutes the lender;

                  (2)      no default with respect to which (including any
         rights that the holders of the Indebtedness may have to take
         enforcement action against an Unrestricted Subsidiary) would permit
         upon notice, lapse of time or both any holder of any other Indebtedness
         (other than the Notes) of the Company or any of its Restricted
         Subsidiaries to declare a default on such other Indebtedness or cause
         the payment of the Indebtedness to be accelerated or payable prior to
         its Stated Maturity; and

                  (3)      as to which the lenders have been notified in writing
         that they will not have any recourse to the stock or assets of the
         Company or any of its Restricted Subsidiaries.

         "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "OIL AND GAS AGREEMENTS" means operating agreements, processing
agreements, farm-out and farm-in agreements, development agreements, area of
mutual interest agreements, contracts for the gathering and/or transportation of
oil and natural gas, unitization agreements, pooling arrangements, joint bidding
agreements, joint venture agreements, participation agreements, surface use
agreements, service contracts, tax credit agreements, leases and subleases of
oil and gas properties or other similar customary agreements; transactions,
properties, interests or arrangements, howsoever designated, in each case made
or entered

                                       16

<PAGE>

into in the ordinary course of business as conducted by the Company and its
Restricted Subsidiaries.

         "PERMITTED BUSINESS" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date hereof and any business
incidental or reasonably related thereto or which is a reasonable extension
thereof as determined in good faith by the Board of Directors of the Company and
set forth in an Officers' Certificate delivered to the Trustee.

         "PERMITTED INVESTMENTS" means:

                  (1)      any Investment in the Company or in a Restricted
         Subsidiary of the Company;

                  (2)      any Investment in Cash Equivalents;

                  (3)      any Investment by the Company or any Subsidiary of
         the Company in a Person, if as a result of such Investment:

                           (a)      such Person becomes a Restricted Subsidiary
                  of the Company; or

                           (b)      such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company;

                  (4)      any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 3.08 hereof, or any non-cash consideration
         that was excluded from the definition of Asset Sale pursuant to clause
         (1) or (4) (for the sale or lease of equipment) pursuant to the second
         paragraph of such definition;

                  (5)      any Investment in any Person solely in exchange for
         the issuance of Equity Interests (other than Disqualified Stock) of the
         Company;

                  (6)      any purchase or other acquisition of senior debt of
         the Company or any Restricted Subsidiary (other than Indebtedness that
         is subordinated to the Notes);

                  (7)      any Investments received in compromise of obligations
         of such persons incurred in the ordinary course of trade creditors or
         customers that were incurred in the ordinary course of business,
         including pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of any trade creditor or customer;

                                       17

<PAGE>

                  (8)      Hedging Obligations incurred in the ordinary course
         of business;

                  (9)      Investments in a Securitization Subsidiary that are
         necessary or desirable to effect any Permitted Receivables Financing;

                  (10)     Investments by the Company or any Restricted
         Subsidiary in the Discovery, Gulfstream, Aux Sable and Accroven joint
         ventures existing on the date hereof in an aggregate amount for each
         such joint venture (exclusive of equity Investments therein existing on
         the date hereof) not in excess of the Company's direct or indirect
         equity percentage interest of the total Indebtedness of such joint
         venture on the date hereof, together with, in the case of Gulfstream,
         such percentage interest of additional Indebtedness incurred in
         accordance with expansions thereof that have been publicly announced
         prior to the date hereof;

                  (11)     Investments by the Company or any Restricted
         Subsidiary in joint ventures operating primarily in a Permitted
         Business in an amount which, together with the amount of all other
         Investments made after the date hereof in reliance on this clause (11),
         does not exceed 3% of Consolidated Net Tangible Assets;

                  (12)     reclassification of any Investment initially made in
         the form of equity as a loan or advance, and reclassification of any
         Investment initially made in the form of a loan or advance as equity;
         provided in each case that the amount of such Investment is not
         increased thereby; and

                  (13)     other Investments in any Person having an aggregate
         fair market value (measured on the date each such Investment was made
         and without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause that
         are at the time outstanding not to exceed $50 million.

         "PERMITTED LIENS" means:

                  (1)      Liens of the Company and any Restricted Subsidiary
         securing any Credit Facility that was permitted by the terms of this
         Indenture to be incurred and all Obligations and Hedging Obligations
         relating to such Indebtedness (but excluding any Credit Facility with
         any Subsidiary or other Affiliate of the Company, as lender);

                  (2)      Liens (i) in favor of the Company, or (ii) on
         property of a Restricted Subsidiary in favor of another Restricted
         Subsidiary;

                  (3)      Liens on property of a Person existing at the time
         such Person is merged with or into or consolidated with or acquired by
         the Company or any Restricted Subsidiary of the Company or renewals or

                                       18

<PAGE>

         replacement of such Liens in connection with the incurrence of
         Permitted Refinancing Indebtedness to refinance Indebtedness secured by
         such Liens; provided that such Liens were in existence prior to the
         contemplation of such merger, consolidation or acquisition and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or the Restricted Subsidiary;

                  (4)      Liens on property existing at the time of acquisition
         of the property by the Company or any Restricted Subsidiary of the
         Company or renewals or replacement of such Liens in connection with the
         incurrence of Permitted Refinancing Indebtedness to refinance
         Indebtedness secured by such Liens; provided that such Liens were in
         existence prior to the contemplation of such acquisition;

                  (5)      Liens to secure the performance of tenders, bids,
         statutory obligations, surety or appeal bonds, performance bonds or
         other obligations of a like nature incurred in the ordinary course of
         business;

                  (6)      Liens to secure Indebtedness (including Capital Lease
         Obligations) (x) permitted by clause (4) of the second paragraph of
         Section 3.04 hereof covering only the assets acquired with such
         Indebtedness or similar assets acquired in connection with the
         incurrence of such Permitted Refinancing Indebtedness or (y) permitted
         by clause (5) of such paragraph, to the extent that such Permitted
         Refinancing Indebtedness is in respect of Indebtedness initially
         incurred under clause (4) (whether or not subsequently incurred as
         Permitted Refinancing Indebtedness);

                  (7)      Liens existing on the date hereof;

                  (8)      Liens for taxes, assessments or governmental charges
         or claims that are not yet delinquent or that are being contested in
         good faith by appropriate proceedings promptly instituted and
         diligently concluded; provided that any reserve or other appropriate
         provision as is required in conformity with GAAP has been made
         therefor;

                  (9)      Liens on assets of Unrestricted Subsidiaries that
         secure Non-Recourse Debt of Unrestricted Subsidiaries;

                  (10)     Liens on accounts receivable and related assets and
         proceeds thereof arising in connection with a Permitted Receivables
         Financing;

                  (11)     Liens arising under Oil and Gas Agreements;

                  (12)     any mortgage which is payable, both with respect to
         principal and interest, solely out of the proceeds of oil, gas, coal or
         other

                                       19

<PAGE>

         minerals or timber to be produced from the property subject thereto
         and to be sold or delivered by the Company or one of its Restricted
         Subsidiaries, including any interest of the character commonly
         referred to as a "production payment";

                  (13)     any mortgage created or assumed by a Restricted
         Subsidiary on oil, gas, coal or other mineral or timber property,
         owned or leased by a Restricted Subsidiary to secure loans to such
         Subsidiary for the purposes of developing such properties, including
         any interest of the character commonly referred to as a "production
         payment"; provided, however, that neither the Company nor any other
         Subsidiary shall assume or guarantee such loans or otherwise be liable
         in respect thereto;

                  (14)     Liens granted in cash collateral to support the
         issuance of letters of credit in an aggregate face amount not exceeding
         $30.0 million;

                  (15)     Liens pursuant to master netting agreements entered
         into in the ordinary course of business in connection with Hedging
         Obligations; and

                  (16)     Liens with respect to Indebtedness and other
         obligations that at the time of incurrence do not exceed in the
         aggregate for all such obligations under this clause (16) 15% of the
         Consolidated Net Tangible Assets of the Company.

         "PERMITTED RECEIVABLES FINANCING" means any receivables financing
facility or arrangement pursuant to which a Securitization Subsidiary purchases
or otherwise acquires accounts receivable of the Company or any Restricted
Subsidiaries and enters into a third party financing thereof on terms that the
Board of Directors has concluded are customary and market terms fair to the
Company and its Restricted Subsidiaries.

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                  (1)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest on the Indebtedness and the amount
         of all expenses and premiums incurred in connection therewith) and any
         premiums paid on the Indebtedness so extended, refinanced, renewed,
         replaced, defeased or refunded;

                                       20

<PAGE>

                  (2)      if such Permitted Refinancing Indebtedness is issued
         on or after the first anniversary of the date hereof, such Permitted
         Refinancing Indebtedness has a final maturity date later than the final
         maturity date of, and has a Weighted Average Life to Maturity equal to
         or greater than the Weighted Average Life to Maturity of, the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded;

                  (3)      if such Permitted Refinancing Indebtedness is issued
         on or after the first anniversary of the date hereof, and the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded is subordinated in right of payment to the Notes, such
         Permitted Refinancing Indebtedness has a final maturity date later than
         the final maturity date of, and is subordinated in right of payment to,
         the Notes, as the case may be, on terms at least as favorable to the
         Holders of Notes as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (4)      such Indebtedness is incurred either by the Company
         or by the Subsidiary who is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "QUALIFYING EXPANSION PROJECT" means any capital expansion project that
has increased or will increase the physical capacity of the pipeline system of
the Company and its Restricted Subsidiaries; provided that such project has been
completed and the assets are in service at, or the Company reasonably believes
that the in-service date of the project will be within twelve months after, the
Calculation Date.

         "QUALIFYING EXPANSION PROJECT AMOUNTS" means with respect to any
calculation of pro forma amounts under the Fixed Charge Coverage Ratio
additional revenues (if any) and related expenses for any Qualifying Expansion
Project for the portion of the four-quarter period prior to the in-service date
of such Qualifying Expansion Project (the "ESTIMATION PERIOD"); provided that
revenues and related expenses anticipated from any Qualifying Expansion Project
during any Estimation Period shall be included in such calculation only to the
extent (1) of the portion of the capacity of such Qualifying Expansion Project
that is committed under a long-term firm transportation contract on customary
terms (as determined in good faith by the Company) with a counterparty that has
an Investment Grade Rating of its long-term debt from at least one of S&P and
Moody's and (2) the aggregate amount of Qualifying Expansion Project Amounts for
all Qualifying Expansion Projects included in any such calculation does not
exceed 25% of the aggregate revenues of the Company and its Restricted

                                       21

<PAGE>

Subsidiaries for such period, determined for this purpose on a pro forma basis
but before inclusion of any Qualifying Expansion Project Amounts.

         "RATING AGENCY" means each of S&P and Moody's, or if S&P or Moody's or
both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected
by the Company (as evidenced by a resolution of the Company's Board of
Directors), which shall be substituted for S&P or Moody's, or both, as the case
may be.

         "RELATED INTEREST RATE OR CURRENCY HEDGE" means any Hedging Obligation
entered into by the Company and/or any of its Restricted Subsidiaries of the
type referred to in items (i) or (ii) of the definition thereof, and provided
that such Hedging Obligation was entered into with respect to other Indebtedness
of the Company and/or its Restricted Subsidiaries to protect against
fluctuations in interest rates or currency exchange rates with respect to such
other Indebtedness.

         "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

         "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "S&P" means Standard and Poor's, a division of The McGraw-Hill
Companies, Inc., and its successors.

         "SALE AND LEASEBACK TRANSACTION" means any arrangement with any Person
(other than the Company or a Subsidiary), or to which any such Person is a
party, providing for the leasing, pursuant to a capital lease that would at such
time be required to be capitalized on a balance sheet in accordance with GAAP,
to the Company or a Restricted Subsidiary of any property or asset which has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person (other than the Company or a
Subsidiary), to which funds have been or are to be advanced by such Person.

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

         "SECURITIZATION SUBSIDIARY" means a Subsidiary of the Company

                  (1)      that is designated a "Securitization Subsidiary" by
         the Company's Board of Directors,

                  (2)      that does not engage in, and whose charter prohibits
         it from engaging in, any activities other than Permitted Receivables
         Financings and any activity necessary, incidental or related thereto,

                                       22

<PAGE>

                  (3)      no portion of the Indebtedness or any other
         obligation, contingent or otherwise, of which

                           (A) is Guaranteed by the Company or any Restricted
                  Subsidiary of the Company,

                           (B) is recourse to or obligates the Company or any
                  Restricted Subsidiary of the Company in any way, or

                           (C) subjects any property or asset of the Company or
                  any Restricted Subsidiary of the Company, directly or
                  indirectly, contingently or otherwise, to the satisfaction
                  thereof, and

                  (4)      with respect to which neither the Company nor any
         Restricted Subsidiary of the Company (other than an Unrestricted
         Subsidiary) has any obligation to maintain or preserve such its
         financial condition or cause it to achieve certain levels of operating
         results

         other than, in respect of clauses (3) and (4), pursuant to customary
representations, warranties, covenants and indemnities entered into in
connection with a Permitted Receivables Financing.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "STATED MATURITY" means, with respect to any installment of interest or
principal on any Indebtedness, the date on which the payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and will not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

         "SUBSIDIARY" means, with respect to any specified Person:

                  (1)      any corporation, association or other business entity
         of which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof); and

                  (2)      any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or

                                       23

<PAGE>

         (b) the only general partners of which are that Person or one or more
         Subsidiaries of that Person (or any combination thereof).

         "UNRESTRICTED SUBSIDIARY" means (1) any Securitization Subsidiary or
(2) any Subsidiary of the Company that is designated by the Board of Directors
of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but
only to the extent that such Subsidiary:

                  (1)      has no Indebtedness other than Non-Recourse Debt;

                  (2)      is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

                  (3)      is a Person with respect to which neither the Company
         nor any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results; and

                  (4)      has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Company
         or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
will be evidenced to the Trustee by filing with the Trustee the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the preceding conditions and was permitted by
Section 3.03 hereof. If, at any time, any Unrestricted Subsidiary would fail to
meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 3.04 hereof, the
Company will be in default thereunder. The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Indebtedness is permitted under Section 3.04 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

                                       24

<PAGE>

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1)      the sum of the products obtained by multiplying (a)
         the amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2)      the then outstanding principal amount of such
         Indebtedness.

         Section 1.02. Rules of Construction. For all purposes of this Ninth
Supplemental Indenture:

         (a)      all references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this
Ninth Supplemental Indenture;

         (b)      the terms "herein", "hereof', "hereunder" and other words of
similar import refer to this Ninth Supplemental Indenture; and

         (c)      the terms "this Indenture" and "the Indenture" and other words
of similar import refer to the Base Indenture as supplemented by this Ninth
Supplemental Indenture.

                                    ARTICLE 2
                               THE SERIES OF NOTES

         Section 2.01. Title of the Securities. There shall be established
hereby a series of Securities designated as the "85/8% Senior Notes due 2010."

         Section 2.02. Form And Dating. General. The Notes and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of US$1,000 and integral
multiples thereof.

         (b)      The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Ninth Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of
this Ninth
                                       25

<PAGE>

Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with
the express provisions of this Ninth Supplemental Indenture, the provisions of
this Ninth Supplemental Indenture shall govern and be controlling.

         (c)      The Notes shall be issuable as Registered Securities and
Registered Global Securities. The Company hereby designates The Depository Trust
Company as the initial Depositary for the Notes. References to the "Depositary"
herein shall refer to the Depositary designated in the foregoing sentence.

         Section 2.03. Aggregate Principal Amount. The aggregate principal
amount of the Notes shall not initially exceed $800,000,000. The aggregate
principal amount of Notes issuable hereunder may be increased and additional
Notes may be issued up to the maximum aggregate principal amount authorized from
time to time by the Board of Directors of the Company. Such additional Notes (i)
shall have the same terms as the Notes initially issued hereunder, except for
the issue date, issue price, initial Interest Payment Date and the initial
interest accrual date, (ii) shall, together with the Notes initially issued
hereunder, constitute a single series of Securities under the Indenture, (iii)
shall not be issued if at the time of issuance an Event of Default with respect
to the Notes shall have occurred and be continuing and (iv) may only be issued
if permitted by Section 3.04 hereof.

         Section 2.04. Principal Payment Date. The Notes will mature and
principal thereof will be due and payable, together with all accrued and unpaid
interest thereon, on June 1, 2010.

         Section 2.05. Interest And Interest Dates. Interest on the Notes shall
be payable semi-annually on June 1 and December 1 of each year, beginning (in
the case of Notes initially issued hereunder) on December 1, 2003 (each, an
"INTEREST PAYMENT DATE"); provided, however, that if an Interest Payment Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall be the next succeeding Business Day, and no additional interest shall be
paid in respect of such intervening period. Interest will be paid to the Holders
of record on the May 15 or November 15 immediately preceding the applicable
Interest Payment Date. The interest rate borne by the Notes will be 85/8% per
annum, until the Notes are paid in full.

         The amount of interest payable on the Notes will be computed on the
basis of a 360-day year of twelve 30-day months.

         Section 2.06. Optional Redemption.

         (a)      At any time and from time to time prior to June 1, 2007, the
Company may, at its option, redeem all or a portion of the Notes at the
Make-Whole Price plus accrued and unpaid interest to the redemption date. The
Company shall determine the Make-Whole Price and deliver to the Trustee an

                                       26

<PAGE>

Officers' Certificate setting forth such price promptly after the determination
thereof and prior to the time the redemption notice is to be given pursuant to
Section 12.2 of the Base Indenture. The Trustee shall have no responsibility for
determining the Make-Whole Price.

         (b)      At any time and from time to time on or after June 1, 2007,
the Company may, at its option, redeem the Notes, in whole or in part, at a
redemption price equal to the percentage of principal amount set forth below
plus accrued and unpaid interest to the redemption date:

<TABLE>
<CAPTION>
TWELVE MONTH PERIOD COMMENCING JUNE 1 IN YEAR                     PERCENTAGE
---------------------------------------------                     ----------
<S>                                                               <C>
2007........................................                        104.313%
2008........................................                        102.156%
2009 and thereafter.........................                        100.000%
</TABLE>

         Any redemption pursuant to this Section 2.06 shall be made, to the
extent applicable, pursuant to the provisions contained in Article Twelve of the
Base Indenture.

         Section 2.07. Redemption with Proceeds of Public Equity Offering. At
any time and from time to time prior to June 1, 2006, the Company may, at its
option, redeem up to 35% of the aggregate principal amount of the Notes with the
net cash proceeds received by Company from any Equity Offering at a redemption
price equal to 108.625% of the principal amount plus accrued and unpaid interest
to the redemption date; provided that

         (a)      in each case the redemption takes place not later than 120
days after the closing of the related Equity Offering, and

         (b)      at least 65% of the aggregate principal amount of Notes
remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries).

         (c)      The Officers' Certificate required to be delivered to the
Trustee by the Company by the fourth paragraph of Section 12.2 of the Base
Indenture shall, in addition to the other matters required to be stated therein,
state that the Company is entitled under this Section 2.07 to redeem the Notes.

         (d)      Any redemption pursuant to this Section 2.07 shall be made, to
the extent applicable, pursuant to the provisions of Article Twelve of the Base
Indenture.

         Section 2.08. Change Of Control Offer. (a) A "CHANGE OF CONTROL OFFER"
means an offer by the Company to purchase Notes as required by Section 3.07
hereof. A Change of Control Offer must be made by written offer (the "OFFER")
sent to the Holders of the Notes. The Company shall notify the Trustee at least
three Business Days (or such shorter period as is acceptable to the

                                       27

<PAGE>

Trustee) prior to sending the offer to such Holders of its obligation to make a
Change of Control Offer, and the offer will be sent by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company.

         (b)      The offer must include or state the following as to the terms
 of the Change of Control Offer:

                  (i)      the provision of the Indenture pursuant to which the
         Change of Control Offer is being made;

                  (ii)     the purchase price, including the portion thereof
         representing accrued interest;

                  (iii)    a payment date (the "CHANGE OF CONTROL PAYMENT DATE")
         not less than 30 days or more than 60 days after the date the offer is
         mailed;

                  (iv)     a description of the transaction or transactions
         constituting the Change of Control;

                  (v)      a Holder may tender all or any portion of its Notes,
         subject to the requirement that any portion of a Note tendered must be
         in a multiple of $1,000 principal amount;

                  (vi)     the place or places where Notes are to be surrendered
         for tender pursuant to the Change of Control Offer;

                  (vii)    each Holder electing to tender a Note pursuant to the
         offer will be required to surrender such Note, with the form entitled
         "Option of Holder to Elect Purchase" attached to the Notes completed,
         at the place or places specified in the offer prior to the close of
         business on the Change of Control Payment Date (such Note being, if the
         Company or the Trustee so requires, duly endorsed or accompanied by a
         duly executed written instrument of transfer);

                  (viii)   interest on any Note not tendered will continue to
         accrue;

                  (ix)     on the Change of Control Payment Date the purchase
         price will become due and payable on each Note accepted for purchase,
         and interest on Notes purchased will cease to accrue on and after the
         Change of Control Payment Date;

                  (x)      Holders are entitled to withdraw Notes tendered by
         giving notice, which must be received by the Company or the Trustee not
         later than the close of business on the Change of Control Payment Date,
         setting forth the name of the Holder, the principal amount of the
         tendered Notes, the certificate number of the tendered Notes (unless
         the Notes are

                                       28

<PAGE>

         represented by one or more Registered Global Securities) and a
         statement that the Holder is withdrawing all or a portion of the
         tender;

                  (xi)     the Company will purchase all Notes validly tendered
         pursuant to such Change of Control Offer on the Change of Control
         Payment Date;

                  (xii)    if any Note is purchased in part, new Notes equal in
         principal amount to the unpurchased portion of the Note will be issued;
         and

                  (xiii)   if any Note contains a CUSIP or CINS number, no
         representation is being made as to the correctness of the CUSIP or CINS
         number either as printed on the Notes or as contained in the offer and
         that the Holder should rely only on the other identification numbers
         printed on the Notes.

         (c)      Prior to the Change of Control Payment Date, the Company will
accept tendered Notes for purchase as required by the Change of Control Offer
and deliver to the Trustee all Notes so accepted together with an Officers'
Certificate specifying which Notes have been accepted for purchase. On the
Change of Control Payment Date the purchase price will become due and payable on
each Note accepted for purchase, and interest on Notes purchased will cease to
accrue on and after the Change of Control Payment Date. The Trustee or other
paying agent with respect to the Notes will promptly mail to each Holder of
Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee will promptly return to Holders any Notes not accepted for purchase and
send to Holders new Notes equal in principal amount to any unpurchased portion
of any Notes accepted for purchase in part, provided that each new Note will be
in a principal amount of $1,000 or an integral multiple of $1,000.

         (d)      On the Change of Control Payment Date, the Company will, to
the extent lawful:

                  (i)      accept for payment all Notes or portions of Notes
         properly tendered pursuant to the Change of Control Offer;

                  (ii)     deposit with the Trustee or other paying agent an
         amount equal to the Change of Control Payment in respect of all Notes
         or portions of Notes properly tendered; and

                  (iii)    deliver or cause to be delivered to the Trustee the
         Notes properly accepted together with an Officers' Certificate stating
         the aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

                                       29

<PAGE>

                  (e)      The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws or regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control, and the above procedures will
be deemed modified as necessary to permit such compliance.

         Section 2.09. Defeasance. Section 10.1 of the Base Indenture is hereby
amended with respect to the Notes by adding at the end of subsection (B)
thereof, the following new paragraphs "(f) the Company has delivered to the
Trustee an Officers' Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of the Notes over the other
creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others." and "(g) no Default or Event of
Default shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit)."

         (b)      Section 10.1 of the Base Indenture is hereby amended with
respect to the Notes by (i) adding on the third line of paragraph (b) of
subsection (C) thereof, the following words after the word Securities: "(other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit)" and (ii) adding at the end of subsection (C) thereof,
the following new paragraph "(i) the Company has delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others."

         (c)      The following covenants and Events of Default shall be subject
to covenant defeasance under Section 10.1(C) of the Base Indenture in lieu of
Sections 3.6 and 9.1 thereof: 2.08, 3.02 through 3.13, 3.14(a)(4), 3.15 and
4.02(a)(iii), (v) and (vi). All references in Section 10.1(C) to Section 5.1 of
the Base Indenture shall be deemed a reference to Section 4.02(a) hereof and all
references in Section 10.1(C) to Section 5.1(d) or (e) of the Base Indenture
shall be deemed a reference to Section 4.02(a)(vii) or (viii) hereof.

                                    ARTICLE 3
                                    COVENANTS

         Section 3.01. Applicability Of Covenants. Section 3.6 and Section 9.1
of the Base Indenture will not be applicable to the Notes. Instead, the
provisions of Sections 3.02 through 3.15 will apply to the Notes to the extent
stated below.

         Section 3.02. Commission Reports; Financial Statements. (a) Whether or
not required by the Commission, so long as any Notes are outstanding, the

                                       30

<PAGE>

Company will furnish to the Trustee, within 30 days after the time periods
specified in the Commission's rules and regulations:

         (1) all quarterly and annual financial information that would be
    required to be contained in a filing with the Commission on Forms 10-Q and
    10-K if the Company were required to file such reports, including a
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations", and, with respect to the annual information only, a report on
    the annual financial statements by the Company's certified independent
    accountants; and

        (2) all current reports that would be required to be filed with the
    Commission on Form 8-K if the Company were required to file such reports.

         (b) If the Company has designated any of its Subsidiaries as
    Unrestricted Subsidiaries, then the quarterly and annual financial
    information required by paragraph (a) will include a reasonably detailed
    presentation, either on the face of the financial statements or in the
    footnotes thereto, of the financial condition and results of operations of
    the Company and its Restricted Subsidiaries excluding in all respects the
    Unrestricted Subsidiaries of the Company.

         (c) On request from the Trustee, the Company shall provide the Trustee
   with a sufficient number of copies of all reports and other documents and
   information that the Trustee may be required to deliver to Holders pursuant
   to the Indenture, if any are so required.

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

         Section 3.03. Limitation On Restricted Payments. (a) The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly:

        (1) declare or pay any dividend or make any other payment or
    distribution on account of the Company's or any of its Restricted
    Subsidiaries' Equity Interests (including, without limitation, any payment
    in connection with any merger or consolidation involving the Company or any
    of its Restricted Subsidiaries) or to the direct or indirect holders of the
    Company's or any of its Restricted Subsidiaries' Equity Interests in their
    capacity as such (other than dividends or distributions payable in Equity
    Interests (other than Disqualified Stock) of the Company or to the Company
    or a Restricted Subsidiary of the Company);

                                       31

<PAGE>

        (2) purchase, redeem or otherwise acquire or retire for value
    (including, without limitation, in connection with any merger or
    consolidation involving the Company) any Equity Interests of the Company;

        (3) make any payment on or with respect to, or purchase, redeem, defease
    or otherwise acquire or retire for value any Indebtedness that is
    subordinated to the Notes, except a payment of interest or principal at the
    Stated Maturity thereof; or

        (4) make any Restricted Investment (all such payments and other actions
    set forth in these clauses (1) through (4) above being collectively referred
    to as "RESTRICTED PAYMENTS"),

unless, at the time of and after giving effect to such Restricted Payment, no
Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment; and

        (1) The Company would, at the time of such Restricted Payment and after
    giving pro forma effect thereto as if such Restricted Payment had been made
    at the beginning of the applicable four-quarter period, have been permitted
    to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
    Charge Coverage Ratio test set forth in the first paragraph of Section 3.04
    hereof and

        (2) such Restricted Payment, together with the aggregate amount of all
    other Restricted Payments made by the Company and its Restricted
    Subsidiaries after the date hereof (excluding Restricted Payments permitted
    by clauses (2), (3), (4), (6) and (8) of the next succeeding paragraph), is
    less than the sum, without duplication, of:

             (A) 50% of the Consolidated Net Income of the Company for the
        period (taken as one accounting period) from the beginning of the first
        fiscal quarter commencing after the first anniversary of the date hereof
        to the end of the Company's most recently ended fiscal quarter for which
        internal financial statements are available at the time of such
        Restricted Payment (or, if such Consolidated Net Income for such period
        is a deficit, less 100% of such deficit), plus

             (B) 100% of the aggregate net cash proceeds received by the Company
        (including the fair market value of any Permitted Business or assets
        used or useful in a Permitted Business to the extent acquired in
        consideration of Equity Interests of the Company (other than
        Disqualified Stock)) since the date hereof as a contribution to its
        common equity capital or from the issue or sale of Equity Interests of
        the Company (other than Disqualified Stock) or from the issue or sale of
        convertible or exchangeable Disqualified Stock or convertible or
        exchangeable debt securities of the Company that have been converted
        into or exchanged for such Equity Interests (other than

                                       32

<PAGE>

         Equity Interests (or Disqualified Stock or debt securities) sold to a
         Subsidiary of the Company), plus

             (C) to the extent that any Restricted Investment that was made
        after the date hereof is sold for cash or otherwise liquidated or repaid
        for cash, the lesser of (i) the cash return of capital with respect to
        such Restricted Investment, including, without limitation, repayment of
        principal of any Restricted Investment constituting a loan or advance
        (less the cost of disposition, if any) and (ii) the initial amount of
        such Restricted Investment, plus

             (D) to the extent that any Unrestricted Subsidiary of the Company
        is redesignated as a Restricted Subsidiary after the date hereof, the
        lesser of (i) the fair market value of the Company's Investment in such
        Subsidiary as of the date of such redesignation or (ii) such fair market
        value as of the date on which such Subsidiary was originally designated
        as an Unrestricted Subsidiary.

         (b)      Notwithstanding the foregoing, the preceding provisions of
this Section 3.03 shall not prohibit:

        (1) the payment of any dividend within 60 days after the date of
    declaration of the dividend, if at the date of declaration the dividend
    payment would have complied with the provisions of the Indenture;

        (2) the redemption, repurchase, retirement, defeasance or other
    acquisition of any subordinated Indebtedness of the Company or of any Equity
    Interests of the Company in exchange for, or out of the net cash proceeds
    of, the substantially concurrent sale (other than to a Subsidiary of the
    Company) of Equity Interests of the Company (other than Disqualified Stock);
    provided that the amount of any such net cash proceeds that are utilized for
    any such redemption, repurchase, retirement, defeasance or other acquisition
    will be excluded from clause (2)(B) of the preceding paragraph;

        (3) the redemption, repurchase, retirement, defeasance or other
    acquisition of the 9-7/8% Cumulative Convertible Preferred Stock of the
    Company out of the net cash proceeds of the 5.50% Junior Subordinated
    Convertible Debentures issued by the Company on May 28, 2003; provided that
    the amount of any such net cash proceeds that are utilized for any such
    redemption, repurchase, retirement, defeasance or other acquisition will be
    excluded from clause (2)(B) of the preceding paragraph;

        (4) the defeasance, redemption, repurchase or other acquisition of
    subordinated Indebtedness of the Company with the net cash proceeds from an
    incurrence of Permitted Refinancing Indebtedness;

                                       33

<PAGE>

        (5) quarterly dividends paid pro rata on outstanding common stock of the
    Company in an amount of up to $0.02 per share, provided that (A) such per
    share amount shall be adjusted proportionally upon any reclassification,
    split, combination, special distribution of common stock to holders thereof
    or similar event such that (x) the per share amount multiplied by the number
    of such shares outstanding, in each case determined immediately before
    giving effect to such event is equal to (y) the per share amount multiplied
    by the number of such shares outstanding, in each case determined
    immediately after giving effect to such event and (B) in no event shall the
    aggregate quarterly amount payable pursuant to this clause exceed by 20% the
    aggregate quarterly amount that would be payable on all shares of common
    stock outstanding on the date hereof if a quarterly dividend payment of
    $0.02 per share were payable on the date hereof;

        (6) the payment of any distribution or dividend by a Restricted
    Subsidiary of the Company, on a pro rata basis to all holders or on a basis
    more favorable to the Company and its Restricted Subsidiary, to the holders
    of such Restricted Subsidiary's Equity Interests; and

        (7) so long as no Default or Event of Default has occurred and is
    continuing or would be caused thereby, the repurchase, redemption or
    acquisition or retirement for value of any Equity Interests of the Company
    held by any member of the Company's (or any of its Restricted Subsidiaries')
    management pursuant to any management equity subscription agreement, stock
    option agreement or similar agreement; provided that the aggregate price
    paid for all such repurchased, redeemed, acquired or retired Equity
    Interests may not exceed $5.0 million in any twelve-month period and
    provided further that if the amount so paid in any calendar year is less
    than $5.0 million, such shortfall may be used to so repurchase, redeem,
    acquire or retire Equity Interests in either of the next two calendar years
    in addition to the $5.0 million that may otherwise be paid in each such
    calendar year;

        (8) so long as no Default or Event of Default has occurred and is
    continuing or would be caused thereby, any Investment made in exchange for,
    or out of the net cash proceeds of, a substantially concurrent offering of
    Equity Interests of the Company; provided that the amount of any such net
    cash proceeds will be excluded from clause (2)(B) of the preceding
    paragraph; and

        (9) other Restricted Payments in an aggregate amount since the date
    hereof not to exceed $50.0 million.

         (c)      The amount of all Restricted Payments (other than cash) will
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this

                                       34

<PAGE>

Section 3.03 will be determined, in the case of amounts greater than $10.0
million but less than $75.0 million, by an officer of the Company and, in the
case of $75.0 million or more, by the Board of Directors of the Company.

         Section 3.04. Limitation On Incurrence Of Indebtedness And Issuance
Of Preferred Stock. (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "INCUR") any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company and its
Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or the
Company may issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2.0 to 1, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         (b)      Paragraph (a) of this Section 3.04 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED DEBT"):

        (1) the incurrence by the Company or any Restricted Subsidiary of
    Indebtedness and letters of credit under any Credit Facilities to which the
    Company or any Restricted Subsidiary is a party in an aggregate principal
    amount at any one time outstanding under this clause (1) (with letters of
    credit being deemed to have a principal amount equal to the undrawn face
    amount thereof) not to exceed $1.3 billion;

        (2) the incurrence by the Company and its Restricted Subsidiaries of the
    Existing Indebtedness;

        (3) the incurrence by the Company of Indebtedness represented by the
    Notes issued on the date hereof;

        (4) the incurrence by the Company and any of its Restricted Subsidiaries
    of Indebtedness represented by Capital Lease Obligations, mortgage
    financings or purchase money obligations, in each case, incurred for the
    purpose of financing all or any part of the purchase price or cost of
    construction or improvement of property, plant or equipment used in the
    business of the Company or such Restricted Subsidiary, in an aggregate
    principal amount not to exceed $50.0 million at any time outstanding;

                                       35

<PAGE>

        (5) the incurrence by the Company or any of its Restricted Subsidiaries
    of Permitted Refinancing Indebtedness in exchange for, or the net proceeds
    of which are used to refund, refinance or replace Indebtedness (other than
    intercompany Indebtedness), including Permitted Refinancing Indebtedness
    incurred to finance the purchase price of the replacement properties, that
    was permitted to be incurred under paragraph (a) of this Section 3.04 or
    clauses (2), (3), (4) or (5) of this paragraph (b);

        (6) the incurrence by the Company or any of its Restricted Subsidiaries
    of intercompany Indebtedness between or among the Company and any of its
    Restricted Subsidiaries; provided, however, that (a) any subsequent issuance
    or transfer of Equity Interests that results in any such Indebtedness being
    held by a Person other than the Company or a Restricted Subsidiary of the
    Company and (b) any sale or other transfer of any such Indebtedness to a
    Person that is not either the Company or a Restricted Subsidiary of the
    Company, will be deemed, in each case, to constitute an incurrence of such
    Indebtedness by the Company or such Restricted Subsidiary, as the case may
    be, that was not permitted by this clause (6);

        (7) the incurrence by the Company or any of its Subsidiaries of Hedging
    Obligations;

        (8) the Guarantee by the Company of Indebtedness of any of its
    Restricted Subsidiaries that was permitted to be incurred by another
    provision of this Section 3.04;

        (9) Indebtedness in respect of bankers acceptances, letters of credit
    and performance or surety bonds issued for the account of the Company or any
    of its Restricted Subsidiaries in the ordinary course of business in amounts
    and for the purposes customary in the Company's industry, in each case only
    to the extent that such incurrence does not result in the incurrence of any
    obligation to repay any borrowed money;

        (10) Indebtedness arising from any agreement providing for indemnities,
    Guarantees, purchase price adjustments, holdbacks, contingency payment
    obligations based on the performance of the acquired or disposed assets or
    similar obligations (other than Guarantees of Indebtedness) incurred by any
    Person in connection with the acquisition or disposition of assets;

        (11) the incurrence by the Company or any of its Restricted Subsidiaries
     of Acquired Debt if the Fixed Charge Coverage Ratio for the Company's most
     recently ended four full fiscal quarters for which internal financial
     statements are available immediately preceding the date of incurrence of
     Acquired Debt (the "RELEVANT FIXED CHARGE COVERAGE RATIO") determined
     immediately after giving effect to such incurrence and the related
     acquisition (including through a merger, consolidation or otherwise) is
     higher than the Relevant

                                       36

<PAGE>

     Fixed Charge Coverage Ratio determined immediately before giving effect to
     such incurrence and the related acquisition; and

        (12) the incurrence by the Company or any of its Restricted Subsidiaries
    of additional Indebtedness in an aggregate principal amount (or accreted
    value, as applicable) at any time outstanding, including all Permitted
    Refinancing Indebtedness incurred to refund, refinance or replace any
    Indebtedness incurred pursuant to this clause (12), not to exceed $250.0
    million.

         (c)      If any Non-Recourse Debt of an Unrestricted Subsidiary shall
at any time cease to constitute Non-Recourse Debt or such Unrestricted
Subsidiary shall be redesignated a Restricted Subsidiary, such event will be
deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary.

         (d)      For purposes of determining compliance with this Section 3.04:

        (1) in the event that an item of proposed Indebtedness (including
    Acquired Debt) meets the criteria of more than one of the categories of
    Permitted Debt described in clauses (1) through (12) of paragraph (b) above,
    or is entitled to be incurred pursuant to paragraph (a) of this Section
    3.04, the Company will be permitted to classify (or later classify or
    reclassify in whole or in part in its sole discretion) such item of
    Indebtedness in any manner that complies with this Section 3.04;

        (2) the accrual of interest, the accretion or amortization of original
    issue discount, the payment of interest on any Indebtedness in the form of
    additional Indebtedness with the same terms, and the payment of dividends on
    Disqualified Stock in the form of additional shares of the same class of
    Disqualified Stock will not be deemed to be an incurrence of Indebtedness or
    an issuance of Disqualified Stock for purposes of this Section 3.04;
    provided, in each such case, that the amount thereof is included in the
    computation of Fixed Charges of the Company as accrued; and

        (3) for the purposes of determining compliance with any
     dollar-denominated restriction on the incurrence of Indebtedness
     denominated in a foreign currency, the dollar-equivalent principal amount
     of such Indebtedness incurred pursuant thereto shall be calculated based on
     the relevant currency exchange rate in effect on the date that such
     Indebtedness was incurred.

         Section 3.05. Limitation On Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind securing
Indebtedness, Attributable Debt or trade payables (other than Permitted Liens)
upon any of their property or assets, now owned or hereafter acquired, unless
the Notes and all payments due under the Indenture with respect to the Notes are
secured on an equal and ratable basis with the obligations so secured until such

                                       37
<PAGE>

time as such obligations are no longer secured by a Lien or, in the case of any
obligation so secured that is expressly subordinated to the Notes, by a Lien
prior to any Liens securing any and all obligations thereby secured for so long
as any such obligations shall be so secured.

         Section 3.06 . Limitation On Dividend And Other Payment Restrictions
Affecting Subsidiaries. (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

        (1) pay dividends or make any other distributions on its Capital Stock
    to the Company or any of its Subsidiaries, or with respect to any other
    interest or participation in, or measured by, its profits, or pay any
    indebtedness owed to the Company or any of its Restricted Subsidiaries;

        (2) make loans or advances to the Company or any of its Restricted
    Subsidiaries; or

        (3) transfer any of its properties or assets to the Company or any of
    its Restricted Subsidiaries.

    (b) Notwithstanding the foregoing, the preceding restrictions will not apply
to encumbrances or restrictions existing under or by reason of:

        (1) agreements governing Existing Indebtedness and the Credit Facilities
    in effect on June 1, 2003 and other customary encumbrances and restrictions
    existing on or after the date hereof that are not more restrictive in any
    material respect, taken as a whole, with respect to such dividend and other
    payment restrictions than those contained in such agreements on June 1, 2003
    (provided that the application of such restrictions and encumbrances to
    additional Restricted Subsidiaries not subject thereto on June 1, 2003 shall
    not be deemed to make such restrictions and encumbrances more restrictive);

        (2) the Indenture and the Notes and other customary encumbrances and
    restrictions existing in indentures and notes after the date hereof that are
    not more restrictive, in any material respect, taken as a whole, with
    respect to such dividend and other payment restrictions than those contained
    in the Indenture;

        (3) applicable law (including without limitation, rules, regulations and
    agreements with regulatory authorities);

        (4) any instrument governing Indebtedness or Capital Stock of a Person
    acquired by the Company or any of its Restricted Subsidiaries as in effect
    at the time of such acquisition (except to the extent such Indebtedness or
    Capital Stock was incurred in connection with or in contemplation of such

                                       38

<PAGE>

    acquisition), which encumbrance or restriction is not applicable to any
    Person, or the properties or assets of any Person, other than the Person, or
    the property or assets of the Person, so acquired; provided that, in the
    case of Indebtedness, such Indebtedness was permitted by the terms of the
    Indenture to be incurred;

        (5) customary non-assignment provisions in leases entered into in the
    ordinary course of business and consistent with past practices;

        (6) Capital Lease Obligations, mortgage financings or purchase money
    obligations for property acquired in the ordinary course of business that
    impose restrictions on that property of the nature described in clause (3)
    of paragraph (a) of this Section 3.06;

        (7) any agreement for the sale or other disposition of a Restricted
    Subsidiary that restricts distributions by that Restricted Subsidiary
    pending its sale or other disposition;

        (8) Permitted Refinancing Indebtedness; provided that the restrictions
    contained in the agreements governing such Permitted Refinancing
    Indebtedness are no more restrictive in any material respect, taken as a
    whole, than those contained in the agreements governing the Indebtedness
    being refinanced;

        (9) Liens securing Indebtedness otherwise permitted to be incurred under
    the provisions of Section 3.05 hereof that limit the right of the debtor to
    dispose of the assets subject to such Liens;

        (10) provisions with respect to the disposition or distribution of
    assets or property in joint venture agreements, asset sale agreements, stock
    sale agreements and other similar agreements; provided that such
    restrictions apply only to the assets or property subject to such joint
    venture or similar agreement or to the assets or property being sold, as the
    case may be; and

        (11) restrictions on cash or other deposits or net worth imposed by
    customers under contracts entered into in the ordinary course of business.

         Section 3.07.  Repurchase Of Notes Upon A Change Of Control. (a)
Subject to paragraph (b) of this Section, not later than 30 days following a
Change of Control, the Company will make a Change of Control Offer to purchase
all outstanding Notes at a purchase price (the "CHANGE OF CONTROL PAYMENT")
equal to 101% of the principal amount plus accrued and unpaid interest to the
date of purchase; provided that the Company will not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth herein applicable to a Change of Control Offer
made by the

                                       39

<PAGE>

Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

         (b)      Prior to complying with any of the provisions of this Section,
but in any event within 30 days following a Change of Control, if the Company is
subject to any agreement evidencing Indebtedness (or commitments to extend
Indebtedness) that prohibits prepayment or repurchase of the Notes pursuant to a
Change of Control Offer, the Company will either repay all such outstanding
Indebtedness of the Company (and terminate all commitments to extend such
Indebtedness), or obtain the requisite consents, if any, under all agreements
governing such Indebtedness or commitments to permit the repurchase of Notes
required by paragraph (a) of this Section 3.07. The Company shall first comply
with this paragraph (b) before it shall be required to make a Change of Control
Offer or to repurchase Notes pursuant to paragraph (a). The Company's failure to
comply with paragraph (b) may (with notice and lapse of time) constitute an
Event of Default under Section 4.02 (a)(iv) but shall not constitute an Event of
Default under Section 4.02(a)(iii).

         (c)      The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

         Section 3.08.  Limit On Asset Sales. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:

        (1) the Company (or the Restricted Subsidiary, as the case may be)
    receives consideration at the time of the Asset Sale at least equal to the
    fair market value of the assets or Equity Interests issued or sold or
    otherwise disposed of;

        (2) for any agreement to make an Asset Sale that is entered into after
    the date hereof, the fair market value is determined by (a) an executive
    officer of the Company if the value is more than $10 million but less than
    $75 million or (b) the Company's Board of Directors if the value is $75
    million or more, as evidenced by a Board Resolution; and

        (3) at least 75% of the consideration received in the Asset Sale by the
    Company or such Restricted Subsidiary is in the form of cash or Cash
    Equivalents. For purposes of this provision, each of the following will be
    deemed to be cash:

             (a) any liabilities, as shown on the Company's or such Restricted
        Subsidiary's most recent balance sheet, of the Company or any Restricted
        Subsidiary (other than contingent liabilities and liabilities that are
        by their terms subordinated to the Notes) that are assumed by the
        transferee of any such assets pursuant to a customary novation agreement
        that releases the Company or such Subsidiary from further liability;

                                       40

<PAGE>

             (b) any securities, notes or other obligations received by the
        Company or any such Restricted Subsidiary from such transferee that are
        contemporaneously, subject to ordinary settlement periods, converted by
        the Company or such Restricted Subsidiary into cash, to the extent of
        the cash received in that conversion; and

             (c) property or assets received as consideration for such Asset
        Sale that would otherwise constitute a permitted application of Net
        Proceeds (or other cash in such amount) under clauses (2), (3) or (4)
        under paragraph (b) of this Section 3.08.

    (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or any of its Restricted Subsidiaries may apply an amount of
cash equal to the amount of such Net Proceeds at its option:

        (1) to repay or prepay senior Indebtedness of the Company or any
    Restricted Subsidiary;

        (2) to acquire all or substantially all of the assets of, or a majority
    of the Voting Stock of, another Permitted Business;

        (3) to make a capital expenditure; or

        (4) to acquire other long-term assets that are used or useful in a
    Permitted Business.

    (c)  Subject to paragraph (e) of this Section 3.08, to the extent that the
Company and its Restricted Subsidiaries do not apply an amount of cash equal to
the amount of such Net Proceeds of any Asset Sale during such period as provided
in paragraph (b) of this Section 3.08, the amount not so applied (excluding Net
Proceeds of any Asset Sale to the extent of the amount of acquisitions or
capital expenditures described under clauses (2), (3) or (4) paragraph (b) of
this Section 3.08 made during the 365 days preceding the receipt of such Net
Proceeds (other than any portion of such amount that was funded with Net
Proceeds of any other Asset Sale or that has been allocated to exclude Net
Proceeds of any other Asset Sales under this Section 3.08)) will constitute
"EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $20.0
million, the Company will make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Section 3.08 with respect to
offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid
interest to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess

                                       41

<PAGE>

Proceeds for any purpose not otherwise prohibited by the Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess
Proceeds will be allocated by the Company to Notes and such other pari passu
Indebtedness on a pro rata basis (based upon the respective principal amounts of
the Notes and such other pari passu Indebtedness tendered into such Asset Sale
Offer) and the portion of each Note to be purchased will thereafter be
determined by the Trustee on a pro rata basis among the Holders of such Notes
with appropriate adjustments such that the Notes may only be purchased in
integral multiples of $1,000. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds will be reset at zero.

    (d)  The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 3.08, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations
hereunder by virtue of such conflict.

    (e)  Prior to making any Asset Sale Offer, but in any event within 30 days
following the date on which such Asset Sale Offer would otherwise be required,
if the Company is subject to any agreement evidencing Indebtedness (or
commitments to extend Indebtedness) that prohibits prepayment or repurchase of
the Notes pursuant to an Asset Sale Offer, the Company will either repay all
such outstanding Indebtedness of the Company (and terminate all commitments to
extend such Indebtedness) or obtain the requisite consents, if any, under all
agreements governing such Indebtedness or commitments to permit the repurchase
of Notes required by this Section 3.08. The Company shall first comply with this
paragraph (e) before it shall be required to make an Asset Sale Offer or to
repurchase Notes pursuant to this Section 3.08. The Company's failure to comply
with this paragraph (e) may (with notice and lapse of time) constitute an Event
of Default under Section 4.02(a)(iv) but shall not constitute an Event of
Default under Section 4.02(a)(iii).

    (f)  In the event that, pursuant to this Section 3.08, the Company is
required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

         The Asset Sale Offer shall be made to all Holders of Notes and to all
holders of other Indebtedness that is pari passu with the Notes to the extent
set forth above in this Section 3.08. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "OFFER PERIOD"). No later than three Business Days after the
termination of the Offer Period (the "PURCHASE Date"), the Company shall apply

                                       42

<PAGE>

all Excess Proceeds (the "OFFER AMOUNT") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable, as set forth above
in this Section 3.08) or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders of the Notes.
The notice will contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will
govern the terms of the Asset Sale Offer, will state:

                  (1)      that the Asset Sale Offer is being made pursuant to
         this Section 3.08 and the length of time the Asset Sale Offer will
         remain open;

                  (2)      the Offer Amount, the purchase price and the Purchase
         Date;

                  (3)      that any Note not tendered or accepted for payment
         will continue to accrue interest;

                  (4)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Asset Sale Offer
         will cease to accrue interest after the Purchase Date;

                  (5)      that Holders electing to have a Note purchased
         pursuant to an Asset Sale Offer may elect to have Notes purchased in
         integral multiples of $1,000 only;

                  (6)      that Holders electing to have a Note purchased
         pursuant to any Asset Sale Offer will be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Purchase"
         attached to the Note completed, or transfer its interest in such Note
         by book-entry transfer, to the Company, a depositary, if appointed by
         the Company, or a paying agent at the address specified in the notice
         at least three Business Days before the Purchase Date;

                  (7)      that Holders will be entitled to withdraw their
         election if the Company, the depositary or the applicable paying agent,
         as the case may be, receives, not later than the expiration of the
         Offer Period, a telegram, telex, facsimile transmission or letter
         setting forth the name of the Holder, the principal amount of the Note
         the Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

                  (8)      that, if the aggregate principal amount of Notes and
         other pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Company will select the Notes and other pari passu

                                       43

<PAGE>

         Indebtedness to be purchased on a pro rata basis based on the principal
         amount of Notes and such other pari passu Indebtedness surrendered
         (with such adjustments as may be deemed appropriate so that only Notes
         in denominations of $1,000, or integral multiples thereof, will be
         purchased); and

                  (9)      that Holders whose Notes were purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept
for payment, on a pro rata basis to the extent necessary, the Offer Amount of
Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less
than the Offer Amount has been tendered, all Notes tendered, and shall deliver
to the Trustee an Officers' Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.08. The Company, the depositary or the applicable paying agent,
as the case may be, shall promptly (but in any case not later than five Business
Days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

         Section 3.09.  Limitation On Transactions With Affiliates. (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"AFFILIATE TRANSACTION"), unless:

        (1) the Affiliate Transaction is on terms that are no less favorable to
    the Company or the relevant Restricted Subsidiary than those that would have
    been obtained in a comparable transaction by the Company or such Restricted
    Subsidiary with an unrelated Person; and

        (2) the Company delivers to the Trustee:

             (a) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $50 million, a resolution of the Company's Board of Directors set forth
        in an

                                       44

<PAGE>

         Officers' Certificate certifying that such Affiliate Transaction
         complies with this Section 3.09 and that such Affiliate Transaction has
         been approved by a majority of the disinterested members of such Board
         of Directors; and

             (b) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $75 million, an opinion as to the fairness to the Company of such
        Affiliate Transaction from a financial point of view issued by an
        accounting, appraisal or investment banking firm of national standing.

    (b) The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of paragraph (a):

        (1) any employment agreement on customary terms entered into by the
    Company or any of its Restricted Subsidiaries in the ordinary course of
    business of the Company or such Restricted Subsidiary;

        (2) transactions between or among the Company and/or its Restricted
    Subsidiaries;

        (3) transactions with a Person that is an Affiliate of the Company
    solely because the Company owns an Equity Interest in, or controls, such
    Person;

        (4) payment of reasonable directors fees and provision to directors,
    officers and employees of customary indemnities and customary benefits
    pursuant to employee benefit plans and similar arrangements;

        (5) sales of Equity Interests (other than Disqualified Stock) to
    Affiliates of the Company;

        (6) (A) corporate sharing agreements among the Company and its
    subsidiaries with respect to tax sharing and general overhead and other
    administrative matters and (B) any other intercompany arrangements disclosed
    or described in the Company's report on Form 10-K for the fiscal year ended
    December 31, 2002 (including the exhibits thereto) or the prospectus
    relating to the offering of the Notes, all as in effect on the date hereof,
    and any amendment or replacement of any of the foregoing so long as such
    amendment or replacement agreement is not less advantageous to the Company
    in any material respect than the agreement so amended or replaced, as such
    agreement was in effect on the date hereof;

        (7) transactions entered into as part of a Permitted Receivables
    Financing; and

        (8) Restricted Payments that are permitted by the provisions of Section
     3.03 hereof.

                                       45

<PAGE>

         Section 3.10. Designation Of Restricted And Unrestricted Subsidiaries.
The Board of Directors of the Company may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if that designation would not cause a Default;
provided that in no event will the material businesses currently operated by
Williams Production Holdings LLC or Williams Gas Pipeline Company LLC be
transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate fair market value of
all outstanding Investments owned by the Company and its Restricted Subsidiaries
in the Subsidiary properly designated will be deemed to be an Investment made as
of the time of the designation and will reduce the amount available for
Restricted Payments under any applicable provision of Section 3.03 or Permitted
Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.

         Section 3.11.  Limitation On Sale And Leaseback Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale and Leaseback Transaction; provided that the Company or any
of its Restricted Subsidiaries may enter into a Sale and Leaseback Transaction
if:

        (1) the Company could have incurred Indebtedness in an amount equal to
    the Attributable Debt relating to such Sale and Leaseback Transaction under
    the Fixed Charge Coverage Ratio test in Section 3.04(a) hereof;

        (2) immediately after giving effect to such Sale and Leaseback
    Transaction, the aggregate outstanding Attributable Debt with respect to all
    Sale and Leaseback Transactions by the Company and its Restricted
    Subsidiaries does not exceed 10% of the Consolidated Net Tangible Assets of
    the Company; and

        (3) the gross cash proceeds of such Sale and Leaseback Transaction are
    at least equal to the fair market value, as determined in good faith by the
    Board of Directors and set forth in an Officers' Certificate delivered to
    the Trustee, of the property that is the subject of that Sale and Leaseback
    Transaction;

provided, however, that the foregoing clauses (1) and (2) shall no longer be
applicable after any Investment Grade Date.

         Section 3.12.  Business Activities. The Company will not, and will not
permit any Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Subsidiaries taken as a whole.

         Section 3.13.  Payments For Consent. The Company will not, and will
not permit any of its Subsidiaries to, directly or indirectly, pay or cause to
be paid any

                                       46

<PAGE>

consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

         Section 3.14.  Limitation On Mergers, Consolidations And Sales Of
Assets. (a) The Company may not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company is the surviving
Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person unless:

        (1) either: (A) The Company is the surviving Person; or (B) the Person
    formed by or surviving any such consolidation or merger (if other than the
    Company) or to which such sale, assignment, transfer, conveyance or other
    disposition has been made is a Person organized or existing under the laws
    of the United States, any state of the United States or the District of
    Columbia;

        (2) the Person formed by or surviving any such consolidation or merger
    (if other than the Company) or the Person to which such sale, assignment,
    transfer, conveyance or other disposition has been made expressly assumes by
    supplemental indenture in form satisfactory to the Trustee all the
    obligations of the Company under the Notes and the Indenture and delivers to
    the Trustee an Opinion of Counsel to the effect that the supplemental
    indenture has been duly authorized, executed and delivered by such Person
    and constitutes a valid and binding obligation of such Person, enforceable
    against such Person in accordance with its terms (subject to customary
    exceptions);

        (3) immediately after such transaction no Default or Event of Default
    exists; and

        (4) the Company or the Person formed by or surviving any such
    consolidation or merger (if other than the Company), or to which such sale,
    assignment, transfer, conveyance or other disposition has been made will, on
    the date of such transaction after giving pro forma effect thereto and any
    related financing transactions as if the same had occurred at the beginning
    of the applicable four-quarter period, be permitted to incur at least $1.00
    of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
    set forth in paragraph (a) of Section 3.04 hereof, provided, however, that
    this clause (4) shall no longer be applicable from and after any Investment
    Grade Date.

                                       47

<PAGE>

         (b) Notwithstanding the foregoing, the Company may not, directly or
indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person.

         (c) Clause (4) of paragraph (a) above will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries.

         Section 3.15.  Covenant Termination. From and after the first date
after the date hereof on which the Notes have an Investment Grade Rating from
both Rating Agencies and no Default or Event of Default has occurred and is
continuing with respect to the Notes (the "INVESTMENT GRADE DATE"), the Company
and its Restricted Subsidiaries will no longer be subject to Sections 3.03,
3.04, 3.06, 3.08, 3.09 and 3.12 hereof. The Company shall give the Trustee
prompt notice in an Officers' Certificate of the occurrence of the Investment
Grade Date.

                                   ARTICLE 4
                                EVENTS OF DEFAULT

         Section 4.01.  Applicability Of Events Of Default. Sections 5.1 and
5.10 of the Base Indenture will not be applicable to the Notes. Instead, the
provisions of Section 4.02 to 4.04 will apply to extent specified therein. Any
reference in the Base Indenture to Section 5.1 or 5.10 thereof shall be deemed
for purposes of the Notes to be a reference to Section 4.02, 4.03 or 4.04, as
applicable, of this Ninth Supplemental Indenture.

         Section 4.02.  Events Of Default Defined. (a) Each of the following
shall be an Event of Default with respect to the Notes.

                  (i)      default for 30 days in the payment when due of
    interest on the Notes;

                  (ii)     default in payment when due of the principal of, or
    premium, if any, on the Notes;

                  (iii)    failure by the Company to purchase Notes tendered
    pursuant to an offer described under Sections 3.07 or 3.08 hereof in
    accordance with the terms thereof, or failure of the Company to comply with
    the provisions of Section 3.14 hereof;

                  (iv)     failure by the Company or any of its Restricted
    Subsidiaries for 60 days after notice, from the Trustee or the Holders of at
    least 25% of the

                                       48

<PAGE>

    outstanding principal amount of the Notes, to comply with any of the other
    agreements in the Indenture;

                  (v)      default under any mortgage, indenture or instrument
    under which there may be issued or by which there may be secured or
    evidenced any Indebtedness for money borrowed by the Company or any of its
    Restricted Subsidiaries (or the payment of which is Guaranteed by the
    Company or any of its Restricted Subsidiaries) whether such Indebtedness or
    Guarantee now exists, or is created after the date hereof, if that default:

                           (A)      is caused by a failure of the Company or
                  any Subsidiary of the Company to pay principal of, or interest
                  or premium, if any, on such Indebtedness prior to the
                  expiration of the grace period provided in such Indebtedness
                  on the date of such default (a "PAYMENT DEFAULT"); or

                           (B)      results in the acceleration of such
                  Indebtedness prior to its express maturity,

    and, in each case, the principal amount of any such Indebtedness, together
    with the principal amount of any other such Indebtedness under which there
    has been a Payment Default or the maturity of which has been so accelerated,
    aggregates $50 million or more;

                  (vi)  failure by the Company or any of its Subsidiaries to pay
    final judgments aggregating in excess of $50 million, which judgments are
    not paid, discharged or stayed for a period of 60 days;

                  (vii) the entry by a court having jurisdiction in the premises
    of (A) a decree or order for relief in respect of the Company or any of its
    Significant Subsidiaries (or any group of Subsidiaries that, taken together,
    would constitute a Significant Subsidiary) in an involuntary case or
    proceeding under any applicable Federal or State bankruptcy, insolvency,
    reorganization or other similar law or (B) a decree or order adjudging the
    Company or any of its Significant Subsidiaries (or any group of Subsidiaries
    that, taken together, would constitute a Significant Subsidiary) a bankrupt
    or insolvent, or approving as properly filed a petition seeking
    reorganization, arrangement, adjustment or composition of or in respect of
    the Company or any of its Significant Subsidiaries (or any group of
    Subsidiaries that, taken together, would constitute a Significant
    Subsidiary) under any applicable Federal or State law, or appointing a
    custodian, receiver, liquidator, assignee, trustee, sequestrator or other
    similar official of the Company or any of its Significant Subsidiaries (or
    any group of Subsidiaries that, taken together, would constitute a
    Significant Subsidiary) or of any substantial part of the property of the
    Company or any of its Significant Subsidiaries, or ordering the winding up
    or liquidation of the affairs of the Company or any of its Significant

                                       49

<PAGE>

    Subsidiaries (or any group of Subsidiaries that, taken together, would
    constitute a Significant Subsidiary), and the continuance of any such decree
    or order for relief or any such other decree or order unstayed and in effect
    for a period of 90 consecutive days; or

                  (viii) the commencement by the Company or any of its
    Significant Subsidiaries (or any group of Subsidiaries that, taken together,
    would constitute a Significant Subsidiary) of a voluntary case or proceeding
    under any applicable Federal or State bankruptcy, insolvency, reorganization
    or other similar law or of any other case or proceeding to be adjudicated a
    bankrupt or insolvent, or the consent by it to the entry of a decree or
    order for relief in respect of the Company or any of its Significant
    Subsidiaries (or any group of Subsidiaries that, taken together, would
    constitute a Significant Subsidiary) in an involuntary case or proceeding
    under any applicable Federal or State bankruptcy, insolvency, reorganization
    or other similar law or to the commencement of any bankruptcy or insolvency
    case or proceeding against it, or the filing by it of a petition or answer
    or consent seeking reorganization or relief under any applicable Federal or
    State law, or the consent by it to the filing of such petition or to the
    appointment of or taking possession by a custodian, receiver, liquidator,
    assignee, trustee, sequestrator or similar official of the Company or any of
    its Significant Subsidiaries (or any group of Subsidiaries that, taken
    together, would constitute a Significant Subsidiary) or of any substantial
    part of the property of the Company or any of its Significant Subsidiaries
    (or any group of Subsidiaries that, taken together, would constitute a
    Significant Subsidiary), or the making by it of an assignment for the
    benefit of creditors, or the admission by it in writing of its inability to
    pay its debts generally as they become due, or the taking of corporate
    action by the Company or any of its Significant Subsidiaries (or any group
    of Subsidiaries that, taken together, would constitute a Significant
    Subsidiary) in furtherance of any such action.

                  (b) The Trustee shall not be deemed to have knowledge of a
    Default or Event of Default or of the identity of a Significant Subsidiary
    (or any group of Subsidiaries that, taken together, would constitute a
    Significant Subsidiary) unless a Responsible Officer assigned to the
    Corporate Trust Office of the Trustee has actual knowledge of such Default
    or Event of Default or of the identity of such Significant Subsidiary or the
    Trustee receives written notice at the Corporate Trust Office of the Trustee
    of such Default or Event of Default or of the identity of such Significant
    Subsidiary with specific reference to such Default or Event of Default or
    Significant Subsidiary and the Notes and this Indenture.

                  (c) When a Default is cured, or when an Event of Default is
    deemed cured pursuant to Section 4.04 hereof, such Default, or Event of
    Default, as the case may be, ceases.

                                       50

<PAGE>

                  (d) A Default under clause (iv) of this Section 4.02 will not
    be an Event of Default until the Trustee or the Holders of at least 25% in
    aggregate principal amount of the Notes then Outstanding notify the Company
    of the Default and the Company does not cure such Default within the time
    specified after receipt of such notice. Such notice must specify the Default
    and state that it is a "Notice of Default". Any such notice given by Holders
    shall also be given to the Trustee.

         Section 4.03.  Acceleration. If an Event of Default (other than an
Event of Default specified in clause (vii) or (viii) of Section 4.02(a) hereof
with respect to the Company) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in principal amount of the then
Outstanding Notes by notice to the Company and the Trustee, may declare the
principal of and premium, if any, and accrued and unpaid interest, if any, on
all then Outstanding Notes to be due and payable immediately. Upon any such
declaration, the principal of, premium, if any, and accrued and unpaid interest,
if any, on all then Outstanding Notes shall be due and payable immediately. If
an Event of Default specified in clause (vii) or (viii) of Section 4.02(a)
occurs with respect to the Company, the principal of and premium, if any, and
accrued and unpaid interest, if any, on all Notes then Outstanding shall ipso
facto become and be immediately due and payable without any declaration, notice
or other act on the part of the Trustee or any Holder.

    At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment for payment of the money due has been
obtained by the Trustee as provided in Article Five of the Base Indenture, the
Holders of a majority in principal amount of the Outstanding Notes, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

                  (i)      all existing Events of Default, other than the
         nonpayment of the principal of, premium, if any, and interest on the
         Notes that have become due solely by the declaration of acceleration,
         have been cured or waived, and

                  (ii)     the rescission would not conflict with any judgment
         or decree of a court of competent jurisdiction.

    No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

    If the maturity of the Notes is accelerated pursuant to this Section 4.03,
100% of the principal amount thereof shall become due and payable plus premium,
if any, and accrued interest, if any, to the date of payment.

    In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of

                                       51

<PAGE>

avoiding payment of the premium (including, in the case of any such Event of
Default prior to June 1, 2007, payment of the Make-Whole Price) that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 2.06 hereof, an equivalent premium (or, in the case of any
such Event of Default prior to June 1, 2007, the relevant Make-Whole Amount that
would apply at such time if the Notes were optionally redeemed at the Make-Whole
Price) will also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

         Section 4.04.  Waiver Of Existing Defaults. Subject to Sections 5.7
and 8.2 of the Base Indenture, the Holders of a majority in aggregate principal
amount of the Outstanding Notes by notice to the Trustee may waive an existing
Default or Event of Default and its consequences (including waivers obtained in
connection with a purchase of, or tender offer or exchange offer for, the Notes
or a solicitation of consents in respect of the Notes), except (1) a continuing
Default or Event of Default in the payment of interest on, or the principal of,
the Notes or (2) a continuing default in respect of a provision that under
Section 8.2 of the Base Indenture cannot be amended without the consent of each
Holder affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 4.05.  Conflict with Base Indenture. Notwithstanding the
foregoing, if any notice, direction, waiver, rescission or cancellation is given
with respect to a Default or Event of Default that, under the terms of the Base
Indenture, requires action by holders of a percentage of the outstanding
principal amount of the Notes and one or more other series of Securities issued
under the Base Indenture, voting together or otherwise as a single class, then
such notice, direction, waiver, rescission or cancellation shall be effective
only if effected with the requisite percentage of the outstanding principal
amount of the Notes and any other such Securities, voting together or otherwise
as a single class.

                                    ARTICLE 5
                               EXECUTION OF NOTES

         Section 5.01.  Execution of Notes. The Notes shall be executed as
follows:

         Notwithstanding Section 2.5 of the Base Indenture, the Notes shall be
signed on behalf of the Company by its Chairman of the Board, its President, one
of its Vice Presidents or its Treasurer, and its corporate seal may, but need
not, be impressed, affixed, imprinted or otherwise reproduced thereon, and may,
but need not, be attested. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. If any Note is executed
under the Company's corporate seal, such seal may be in the form of a facsimile
thereof. Typographical

                                       52

<PAGE>

and other minor errors or defects in any such reproduction of the seal or any
such signature shall not affect the validity or enforceability of any Note that
has been duly authenticated and delivered by the Trustee.

         In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Note so signed shall be
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Note had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution and delivery of this Ninth
Supplemental Indenture any such person was not such an officer.

                                    ARTICLE 6
                            MISCELLANEOUS PROVISIONS

         Section 6.01.  Ratification. The Indenture, as supplemented and
amended by this Ninth Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.

         Section 6.02.  Counterparts. This Ninth Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.

         Section 6.03.  Governing Law. THIS NINTH SUPPLEMENTAL INDENTURE AND
EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

         Section 6.04.  No Recitals, etc. The recitals contained herein shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Ninth Supplemental Indenture.

         Section 6.05.  Paying Agent. The Trustee is hereby appointed paying
agent for the Notes.

         Section 6.06.  Liability Of Incorporators, Stockholders, etc. Section
11.1 of the Base Indenture will not be applicable to the Notes. Instead, the
following provisions will apply: No director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary, as such, will have any liability
for any obligations of the Company under the Notes or the Indenture, or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each

                                       53

<PAGE>

Holder of the Notes by accepting a Note will be deemed to have waived and
released all such liability. Such waiver and release are part of the
consideration for issuance of the Notes.

                                       54

<PAGE>

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

                                                 THE WILLIAMS COMPANIES, INC.,

                                                 By:   /s/ James G. Ivey
                                                      --------------------------
                                                       Name:   James G. Ivey
                                                       Title:  Treasurer

                                                 JPMORGAN CHASE BANK, as Trustee

                                                 By:   /s/ J Adamis
                                                      --------------------------
                                                       Name:   J Adamis
                                                       Title:  Vice President

<PAGE>

                                                                       EXHIBIT A

         [Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

         [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.]

No. __

                                                     CUSIP: 969457 BQ2
                                                     $_____________

                          THE WILLIAMS COMPANIES, INC.

                           8 5/8% Senior Note due 2010

         The Williams Companies, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to _________ or registered assigns, the
principal sum of ___________ Dollars ($__________) on June 1, 2010, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semiannually on June 1 and December 1 of each year, commencing
December 1, 2003, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum specified in the title of this Note, from the
June 1 or December 1, as the case may be, next preceding the date of this Note
to which interest has been paid or duly provided for, unless the date hereof is
a date to which interest has been paid or duly provided for, in which case from
the date of this Note, or unless no interest has been paid on this Note or duly
provided for, in which case from June 10, 2003, until payment of said principal
sum has been made or duly provided for; provided, that payment of interest may
be made at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after May 15 or November
15, as the case may be, and before the following June 1 or December 1, this Note
shall bear interest from such June 1 or December 1; provided, that if the
Company shall default in the payment of interest due on such June 1 or December
1, then this Note shall bear interest from the next preceding June 1 or December
1, to which interest has been paid or duly provided for or, if no interest has
been paid on this Note or duly provided for, from June 10, 2003. The interest so
payable on any June 1 or December 1, will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such June 1 or

                                      A-1

<PAGE>

December 1. Reference is made to the further provisions of this Note set
forth on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place. This Note shall not be
valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by the Trustee under the
Indenture referred to on the reverse hereof by manual signature.

                                      A-2

<PAGE>

         IN WITNESS WHEREOF, The Williams Companies, Inc. has caused this
instrument to be duly executed.

                                           THE WILLIAMS COMPANIES, INC.,

                                           By:  ________________________________
                                                  Name:
                                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

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

                                            JPMORGAN CHASE BANK,
                                            as Trustee

                                            By:
                                                 _______________________________
                                                 Authorized Officer

                                      A-3

<PAGE>

                                [REVERSE OF NOTE]

                          THE WILLIAMS COMPANIES, INC.
                           8 5/8% Senior Note due 2010

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of November 10, 1997, as
supplemented (as supplemented, herein called the "Indenture"), duly executed and
delivered by the Company to JPMorgan Chase Bank, as successor Trustee (herein
called the "Trustee"), to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Note is one of a series designated as the 8 5/8% Senior
Notes due 2010 (the "Notes") of the Company, initially limited in aggregate
principal amount to $800,000,000. The Company may, from time to time, without
the consent of the existing holders of the Notes, issue additional notes under
the Indenture having the same terms as the Notes in all respects, except for
issue date, issue price, initial interest accrual date and the initial Interest
Payment Date. Any such additional notes will be consolidated with and form a
single series with the Notes under the Indenture.

         At any time and from time to time prior to June 1, 2007, the Company
may, at its option, redeem the Notes, in whole or in part, at the Make-Whole
Price plus accrued and unpaid interest to the redemption date.

         "Make-Whole Amount" with respect to a Note means an amount equal to the
excess, if any, of (1) the present value of the remaining interest, premium and
principal payments due on such Note (excluding any portion of such payments of
interest accrued as of the redemption date), computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (2) the outstanding
principal amount of such Note.

         "Make-Whole Average Life" means the number of years (calculated to the
nearest one-twelfth) between the redemption date and the Stated Maturity of the
Notes.

         "Make-Whole Price" means the sum of the Outstanding principal amount of
the Notes to be redeemed plus the Make-Whole Amount for such Notes.

                                      A-4

<PAGE>

         "Treasury Rate" is defined as the yield to maturity (calculated on a
semi-annual bond-equivalent basis) at the time of the computation of United
States Treasury securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve Statistical Release H.15 (519),
which has become publicly available at least two Business Days prior to the date
of the redemption notice or, if such Statistical Release is no longer published,
any publicly available source of similar market data) most nearly equal to the
then remaining maturity of the Notes; provided that if the Make-Whole Average
Life of such Note is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the Make-Whole Average Life of
such Note is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.

         At any time and from time to time on or after June 1, 2007, the Company
may, at its option, redeem the Notes, in whole or in part, at a redemption price
equal to the percentage of their principal amount set forth below plus accrued
and unpaid interest to the redemption date, if redeemed during the twelve-month
period beginning on June 1 of the years indicated below:

<TABLE>
<CAPTION>
Commencing in Year                        Percentage
------------------                        ----------
<S>                                       <C>
2007                                        104.313%
2008                                        102.156%
2009 and thereafter                         100.000%
</TABLE>

         At any time and from time to time prior to June 1, 2006, the Company
may, at its option, redeem up to 35% of the aggregate principal amount of the
Notes with the net cash proceeds received by the Company from any Equity
Offering (as defined in the Indenture) at a redemption price equal to 108.625%
of their principal amount plus accrued and unpaid interest to the redemption
date; provided that (1) in each case the redemption takes place not later than
120 days after the closing of the related Equity Offering, and (2) at least 65%
of the aggregate principal amount of Notes remains outstanding immediately after
the occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries).

         This Note may be the subject of a Change of Control Offer and/or an
Asset Sale Offer, each as further described in the Indenture.

                                      A-5

<PAGE>

         If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then Outstanding principal of, premium, if
any, and accrued interest on the Notes to the redemption date or the Maturity
Date of the Notes, as the case may be, the Company may in certain circumstances
specified in the Indenture be discharged from the Indenture and the Notes or may
be discharged from certain of its obligations under the Indenture.

         Periodic interest installments with respect to which the Interest
Payment Date is on or prior to any Redemption Date will be payable to Holders of
record at the close of business on the relevant record dates referred to herein,
all as provided in the Indenture.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed at his
registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000. On or after the redemption date,
interest will cease to accrue on Notes or on the portions thereof called for
redemption, as the case may be.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under the
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Company and the Trustee
may not, without the consent of the Holder of each outstanding Security affected
thereby, (i) extend the final maturity of the principal of any Security, or
reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon, or reduce the amount payable on redemption thereof
or change the currency in which the principal thereof (including any amount in
respect of original issues discount) or interest thereon is payable or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or impair the right to institute suit for the enforcement
of any payment on any Security when due or (ii) reduce the aforesaid percentage
in principal amount of Securities of any series issued under such Indenture, the
consent of the Holders of which is required for any such modification. It is
also provided in the Indenture that, with respect to certain defaults or Events
of Default regarding the Securities of any series, prior to any declaration
accelerating the maturity of such Securities, the Holders of a majority in
aggregate principal amount Outstanding of the Securities of such

                                      A-6

<PAGE>

series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series (or, in the case of certain defaults or Events of Default, all or
certain series of the Securities, as the case may be) waive any such past
default or Event of Default and its consequences. The preceding sentence shall
not, however, apply to a default in the payment of the principal of or interest
on any of the Securities. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and any
Notes which may be issued in exchange or substitution herefor or on registration
of transfer hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.

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

         The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000 at the office or agency of
the Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture, but without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

         The Company, the Trustee and any authorized agent of the Company or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and subject to the provisions
on the face hereof, interest hereon, and for all other purposes, and none of the
Company, the Trustee or any authorized agent of the Company or the Trustee shall
be affected by any notice to the contrary.

         No director, officer, employee, incorporator or stockholder of the
Company or any Subsidiary, as such, will have any liability for any obligations
of the Company under the Notes or the Indenture, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the

                                      A-7

<PAGE>

Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

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

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

                                      A-8

<PAGE>

                       Option of Holder to Elect Purchase

         If you want to elect to have this Note purchased by the Company
pursuant to Section 2.08 or 3.08 of the Ninth Supplemental Indenture to the
Indenture, check the appropriate box below:

            ___Section 2.08                 ___Section 3.08

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 2.08 or Section 3.08 of the Ninth Supplemental
Indenture to the Indenture, state the amount you elect to have purchased ($1,000
or an integral multiple thereof):

                                  $_______________

Date _______________

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

                                    Tax Identification No.:
                                                            ____________________

Signature Guarantee*:  _________________________

         *        Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).

                                      A-9