<PAGE>
                                                                     EXHIBIT 4.1
================================================================================


                      AT&T WIRELESS SERVICES, INC. , ISSUER

                                       TO

                          THE BANK OF NEW YORK, TRUSTEE

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

                                    INDENTURE

                           DATED AS OF APRIL __, 2002

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



                                 DEBT SECURITIES





================================================================================
<PAGE>
Reconciliation and tie between Indenture, dated as of April __, 2002, and the
Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
TRUST INDENTURE ACT                                       INDENTURE
OF 1939 SECTION                                           SECTION
-------------------                                       ---------
<S>                                                       <C>
   310(a)(1).......................................       6.12
      (a)(2).......................................       6.12
      (a)(3).......................................       TIA
      (a)(4).......................................       Not applicable
      (a)(5).......................................       TIA
      (b)..........................................       6.10; 6.12; TIA

   311(a)..........................................       TIA
      (b)..........................................       TIA

   312(a)..........................................       6.8
      (b)..........................................       TIA
      (c)..........................................       TIA

   313(a)..........................................       6.7; TIA
      (b)..........................................       TIA
      (c)..........................................       TIA
      (d)..........................................       TIA

   314(a)..........................................       9.5; 9.6; TIA
      (b)..........................................       Not applicable
      (c)(1).......................................       1.2
      (c)(2).......................................       1.2
      (c)(3).......................................       Not applicable
      (d)..........................................       Not applicable
      (e)..........................................       TIA
      (f)..........................................       TIA

   315(a)..........................................       TIA
      (b)..........................................       6.6
      (c)..........................................       TIA
      (d)(1).......................................       TIA
      (d)(2).......................................       TIA
      (d)(3).......................................       TIA
      (e)..........................................       TIA

   316(a)(last sentence)...........................       1.1
      (a)(1)(A)....................................       5.2; 5.8
      (a)(1)(B)....................................       5.7
      (b)..........................................       5.9; 5.10
      (c)..........................................       TIA
</TABLE>
<PAGE>
<TABLE>
<S>                                                       <C>
   317(a)(1).......................................       5.3
      (a)(2).......................................       5.4
      (b)..........................................       9.3

   318(a)..........................................       1.11
      (b)..........................................       TIA
      (c)..........................................       1.11; TIA
</TABLE>

----------
      This reconciliation and tie section does not constitute part of the
Indenture.





                                      -2-
<PAGE>
                                    CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE 1  Definitions and Other Provisions of General Application.........   1

      Section 1.1  Definitions.............................................   1

      Section 1.2  Compliance Certificates and Opinions....................   11

      Section 1.3  Form of Document Delivered to Trustee...................   12

      Section 1.4  Acts of Holders.........................................   12

      Section 1.5  Notices, etc., to Trustee and Company...................   13

      Section 1.6  Notice to Holders; Waiver...............................   14

      Section 1.7  Headings and Table of Contents..........................   14

      Section 1.8  Successors and Assigns..................................   15

      Section 1.9  Separability............................................   15

      Section 1.10 Benefits of Indenture...................................   15

      Section 1.11 Governing Law...........................................   15

      Section 1.12 Legal Holidays..........................................   15

      Section 1.13 No Recourse Against Others..............................   15

ARTICLE 2  Security Forms..................................................   16

      Section 2.1  Forms Generally.........................................   16

      Section 2.2  Form of Trustee's Certificate of Authentication.........   16

ARTICLE 3  The Securities..................................................   17

      Section 3.1  Amount Unlimited; Issuable in Series....................   17

      Section 3.2  Denominations...........................................   19

      Section 3.3  Execution, Authentication, Delivery and Dating..........   19

      Section 3.4  Temporary Securities....................................   22

      Section 3.5  Registration, Registration of Transfer and Exchange.....   22
</TABLE>



                                      -i-
<PAGE>
<TABLE>
<S>                                                                           <C>
      Section 3.6  Replacement Securities..................................   23

      Section 3.7  Payment of Interest; Interest Rights Preserved..........   24

      Section 3.8  Persons Deemed Owners...................................   25

      Section 3.9  Cancellation............................................   26

      Section 3.10 Computation of Interest.................................   26

      Section 3.11 CUSIP Numbers...........................................   26

ARTICLE 4  Satisfaction, Discharge and Defeasance..........................   26

      Section 4.1  Termination of Company's Obligations Under the Indenture   26

      Section 4.2  Application of Trust Funds..............................   28

      Section 4.3  Applicability of Defeasance Provisions; Company's Option
                   to Effect Defeasance or Covenant Defeasance.............   28

      Section 4.4  Defeasance and Discharge................................   28

      Section 4.5  Covenant Defeasance.....................................   29

      Section 4.6  Conditions to Defeasance or Covenant Defeasance.........   29

      Section 4.7  Deposited Money and Government Obligations to Be Held in
                   Trust...................................................   31

      Section 4.8  Transfers and Distribution at Company Request...........   31

ARTICLE 5  Defaults and Remedies...........................................   32

      Section 5.1  Events of Default.......................................   32

      Section 5.2  Acceleration, Rescission and Annulment..................   33

      Section 5.3  Collection of Indebtedness and Suits for Enforcement by
                   Trustee.................................................   33

      Section 5.4  Trustee May File Proofs of Claim........................   34

      Section 5.5  Trustee May Enforce Claims Without Possession of
                   Securities..............................................   34

      Section 5.6  Delay or Omission Not Waiver............................   34
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                           <C>
      Section 5.7  Waiver of Past Defaults.................................   34

      Section 5.8  Control by Majority.....................................   35

      Section 5.9  Limitation on Suits by Holders..........................   35

      Section 5.10 Rights of Holders to Receive Payment....................   36

      Section 5.11 Application of Money Collected..........................   36

      Section 5.12 Restoration of Rights and Remedies......................   36

      Section 5.13 Rights and Remedies Cumulative..........................   36

ARTICLE 6  The Trustee.....................................................   37

      Section 6.1  Certain Duties and Responsibilities.....................   37

      Section 6.2  Rights of Trustee.......................................   38

      Section 6.3  Trustee May Hold Securities.............................   39

      Section 6.4  Money Held in Trust.....................................   40

      Section 6.5  Trustee's Disclaimer....................................   40

      Section 6.6  Notice of Defaults......................................   40

      Section 6.7  Reports by Trustee to Holders...........................   40

      Section 6.8  Securityholder Lists....................................   40

      Section 6.9  Compensation and Indemnity..............................   41

      Section 6.10 Replacement of Trustee..................................   41

      Section 6.11 Acceptance of Appointment by Successor..................   43

      Section 6.12 Eligibility; Disqualification...........................   44

      Section 6.13 Merger, Conversion, Consolidation or Succession to
                   Business................................................   44

      Section 6.14 Appointment of Authenticating Agent.....................   45

      Section 6.15 Trustee's Application for Instructions From the Company.   46
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE 7  Consolidation, Merger or Sale by the Company....................   47

      Section 7.1  Consolidation, Merger or Sale of Assets Permitted.......   47

      Section 7.2  No limitations..........................................   47

ARTICLE 8  Supplemental Indentures.........................................   47

      Section 8.1  Supplemental Indentures Without Consent of Holders......   47

      Section 8.2  With Consent of Holders.................................   48

      Section 8.3  Compliance With Trust Indenture Act.....................   49

      Section 8.4  Execution of Supplemental Indentures....................   50

      Section 8.5  Effect of Supplemental Indentures.......................   50

      Section 8.6  Reference in Securities to Supplemental Indentures......   50

ARTICLE 9  Covenants.......................................................   50

      Section 9.1  Payment of Principal, Premium, if Any, and Interest.....   50

      Section 9.2  Maintenance of Office or Agency.........................   50

      Section 9.3  Money for Securities to Be Held in Trust; Unclaimed
                   Money...................................................   51

      Section 9.4  Corporate Existence.....................................   52

      Section 9.5  Reports by the Company..................................   52

      Section 9.6  Annual Review Certificate; Notice of Default............   53

      Section 9.7  Provision of Financial Statements.......................   53

      Section 9.8  Limitations on Liens....................................   54

      Section 9.9  Limitations on Sales and Leasebacks.....................   54

ARTICLE 10 Redemption......................................................   55

      Section 10.1 Applicability of Article................................   55

      Section 10.2 Election to Redeem; Notice to Trustee...................   55

      Section 10.3 Selection of Securities to Be Redeemed..................   55
</TABLE>


                                      -iv-
<PAGE>
<TABLE>
<S>                                                                           <C>
      Section 10.4 Notice of Redemption....................................   56

      Section 10.5 Deposit of Redemption Price.............................   57

      Section 10.6 Securities Payable on Redemption Date...................   57

      Section 10.7 Securities Redeemed in Part.............................   57

ARTICLE 11 Sinking Funds...................................................   58

      Section 11.1 Applicability of Article................................   58

      Section 11.2 Satisfaction of Sinking Fund Payments With Securities...   58

      Section 11.3 Redemption of Securities for Sinking Fund...............   58

      EXHIBIT A    FORM OF FACE OF SECURITY................................    1

      FORM OF REVERSE OF SECURITY..........................................    3
</TABLE>







                                      -v-
<PAGE>
      INDENTURE, dated as of April __, 2002, from AT&T WIRELESS SERVICES,
INC., a Delaware corporation (the "Company"), as issuer, to The Bank of New
York, a New York banking corporation, as Trustee (the "Trustee").

                                    RECITALS

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

      All things necessary to make the Securities, when executed by the Company,
the valid obligations of the Company, and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms, have been
done.

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS

      (a)   For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

            (1)   the terms defined in this Article have the meanings assigned
      to them in this Article and include the plural as well as the singular;

            (2)   all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (3)   all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles; and

            (4)   the words "herein," "hereof" and "hereunder" and other words
      of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.

      "Affiliate" of any specified Person means any 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"
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
<PAGE>
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agent" means any Paying Agent or Registrar.

      "Attributable Debt" means, as of the date of its determination, the
present value (discounted semiannually at an interest rate implicit in the terms
of the lease) of the obligation of a lessee for rental payments pursuant to any
Sale and Leaseback Transaction (reduced by the amount of the rental obligations
of any sublessee of all or part of the same property) during the remaining term
of such Sale and Leaseback Transaction (including any period for which the lease
relating thereto has been extended), such rental payments not to include amounts
payable by the lessee for maintenance and repairs, insurance, taxes, laws,
assessments and similar charges and for contingent rents (such as those based on
sales), provided, however, that in the case of any Sale and Leaseback
Transaction in which the lease is terminable by the lessee upon the payment of a
penalty, Attributable Debt shall mean the lesser of the present value of (a) the
rental payments to be paid under such Sale and Leaseback Transaction until the
first date (after the date of such determination) upon which it may be so
terminated plus the then applicable penalty upon such termination and (b) the
rental payments required to be paid during the remaining term of such Sale and
Leaseback Transaction (assuming such termination provision is not exercised).

      Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.13.

      "Authorized Newspaper" means a newspaper of general circulation, in the
English language, customarily published on each Business Day whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial community of
such place. Whenever successive publications in an Authorized Newspaper are
required hereunder they may be made (unless otherwise expressly provided herein)
on any Business Day and in the same or different Authorized Newspapers.
Initially, the Authorized Newspaper in The City of New York shall be The Wall
Street Journal and the Authorized Newspaper in London shall be The Financial
Times.

      "Board" or "Board of Directors" means the Board of Directors of the
Company, the Executive Committee or any other duly authorized committee thereof.

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

      "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions or trust


                                      -2-
<PAGE>
companies in the Borough of Manhattan or The City of New York are authorized or
obligated by law or executive order to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this Indenture such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

      "Company" means the Person named as the Company in the first paragraph of
this Indenture until one or more successor corporations shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter means
such successors.

      "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by the Chairman of the Board, the
President or any Vice President, or, with respect to Sections 3.3, 3.4, 3.5 and
6.1, any other employee of the Company named in an Officers' Certificate
delivered to the Trustee.

      "Consolidated Net Tangible Assets" means, at any date, the total assets
appearing in the most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end of the most recent fiscal quarter of
the Company for which such balance sheet is available, prepared in accordance
with generally accepted accounting principles, less (a) all current liabilities
as shown on such balance sheet and (b) Intangible Assets. "Intangible Assets"
means the value (net of any applicable reserves), as shown on or reflected in
such balance sheet, of: (i) all trade names, trademarks, licenses, patents,
copyrights and goodwill; (ii) organization costs; and (iii) deferred charges
(other than prepaid items such as insurance, taxes, interest, commissions, rents
and similar items and tangible assets being amortized); but in no event shall
the term "Intangible Assets" include product development cost.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

      "corporation" includes corporations, associations, companies and business
trusts.

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

      "Funded Debt" means any Indebtedness maturing by its terms more than one
year from the date of the determination thereof, including any Indebtedness
renewable or extendable at the option of the obligor to a date later than one
year from the date of determination thereof.

      "Government Obligations" means securities which are (i) direct obligations
of the United States or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt


                                      -3-
<PAGE>
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depositary receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation evidenced by such depositary receipt.

      "Holder" means a person in whose name a Security is registered on the
Register.

      "Indebtedness" of any corporation means all indebtedness representing
money borrowed which is created, assumed, incurred or guaranteed in any manner
by such corporation or for which such corporation is otherwise responsible or
liable (whether by agreement to purchase indebtedness of, or to supply funds to
or invest in, others).

      "Indenture" means this Indenture as originally executed or as amended or
supplemented from time to time and shall include the forms and terms (but not
defined terms established in an Officers' Certificate or a Board Resolution) of
particular series of Securities established as contemplated by Section 2.1 and
Section 3.1.

      "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

      "Interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after maturity, means interest payable
after maturity.

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

      "Lien" means any mortgage, pledge, security interest, lien, charge or
other encumbrance, but shall not include any of the foregoing types of
encumbrances that are incidental to the conduct of the business of the Company
or any Restricted Subsidiary or the ownership of the property and assets of any
of them and that were not incurred in connection with the incurrence of any
Indebtedness. Such incidental encumbrances that are to be excluded from the term
"Lien" include, without limitation: pledges or deposits made to secure
obligations of the Company or a Restricted Subsidiary under workmen's
compensation laws or similar legislation; liens imposed by law, such as
materialmen's, mechanics', carriers', workmen's, vendors', repairmen's, or other
like liens incurred in the ordinary course of business; governmental (federal,
state or municipal) liens arising out of contracts for the purchase of products
of the Company or a Restricted Subsidiary, and deposits or pledges to obtain the
release of any of the foregoing liens; liens created by or resulting from any
litigation or legal proceeding that is currently being contested in good faith
by an appropriate proceedings; leases made or existing on Principal Property
entered into in the ordinary course of business by the Company or a Restricted
Subsidiary; landlords' liens under leases of


                                      -4-
<PAGE>
Principal Property to which the Company or a Restricted Subsidiary is a party;
zoning restrictions, easements, licenses or restrictions on the use of Principal
Property or minor irregularities in the title thereto; deposits in connection
with bids, tenders, contracts (other than for the payment of money) to which the
Company or any Restricted Subsidiary is a party; deposits to secure public or
statutory obligations of the Company or any Restricted Subsidiary; deposits in
connection with obtaining or maintaining self-insurance or to obtain the
benefits of any law, regulation or arrangement pertaining to unemployment
insurance, old age pensions, social security or similar matters; deposits of
cash or obligations of the United States of America to secure surety, appeal or
customs bonds to which the Company or any Restricted Subsidiary is a party; and
liens for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Officer" means the Chairman of the Board of Directors, Vice-Chairman of
the Board of Directors, the President, any Vice President (whether or not
designated by a number or numbers, or a word or words added before or after the
title Vice-President), the Treasurer, the Secretary or assistant Secretary of
the Company.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or any Vice President.

      "Opinion of Counsel" means a written opinion of legal counsel, who may be
(a) the senior attorney employed by the Company, (b) Perkins Coie LLP, or (c)
other counsel designated by the Company and who shall be reasonably acceptable
to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2.

      "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

            (i)   Securities theretofore cancelled by the Trustee or delivered
      to the Trustee for cancellation;

            (ii)  Securities, or portions thereof, for whose payment or
      redemption money in the necessary amount has been theretofore deposited
      with the Trustee or any Paying Agent (other than the Company) in trust or
      set aside and segregated in trust by the Company (if the Company shall act
      as its own Paying Agent) for the Holders of such Securities provided that,
      if such Securities are to be redeemed, notice of such


                                      -5-
<PAGE>
      redemption has been duly given pursuant to this Indenture or provisions
      therefor satisfactory to the Trustee have been made;

            (iii) Securities, except to the extent provided in Sections 4.4 and
      4.5, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article 4; and

            (iv)  Securities which have been paid pursuant to Section 3.6 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by section 313 of the Trust
Indenture Act, (x) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, and (y) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company.

      "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.



                                      -6-
<PAGE>
      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

      "Place of Payment," when used with respect to the Securities of or within
any series, means the place or places where, subject to the provisions of
Section 9.2 the principal of, premium, if any, and interest on such Securities
are payable as specified as contemplated by Section 3.1.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Principal Property" means any real property that (a) is owned by or
leased to the Company or any Restricted Subsidiary, (b) is located within the
United States and (c) has an acquisition cost plus capitalized improvements in
excess of 0.25% of Consolidated Net Tangible Assets as of the date of such
determination, other than (i) any such facility which the Board of Directors may
by resolution declare is not of material importance to the Company and the
Restricted Subsidiaries taken as a whole and (ii) any such facility, or portion
thereof, owned or leased jointly or in common with one or more persons other
than the Company and any Subsidiary and in which the interest of the Company and
all Subsidiaries does not exceed 50%.

      "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

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

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1.

      "Responsible Officer," when used with respect to the Trustee, shall mean
any vice president, any assistant vice president, any assistant treasurer, any
trust officer, or any other officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, and also means, with respect to a particular
corporate trust matter, any other officer to whom such corporate trust matter is
referred because of his knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

      "Restricted Securities" means any shares of capital stock or Indebtedness
of a Restricted Subsidiary.



                                      -7-
<PAGE>
      "Restricted Subsidiary" means (a) any Subsidiary (i) which has
substantially all its property within the United States of America, (ii) which
owns or is a lessee of any Principal Property, and (iii) in which the investment
of the Company and all other Subsidiaries exceeds 0.25% of Consolidated Net
Tangible Assets as of the date of such determination; provided, however, that
the term "Restricted Subsidiary" shall not include (A) any Subsidiary (x)
primarily engaged in the business of purchasing, holding, collecting, servicing
or otherwise dealing in and with installment sales contracts, leases, trust
receipts, mortgages, commercial paper or other financing instruments and any
collateral or agreements relating thereto, including in the business,
individually or through partnerships, of financing (whether through long- or
short-term borrowings, pledges, discounts or otherwise) the sales, leasing or
other operations of the Company and the Subsidiaries or any of them, or (y)
engaged in the business of financing the assets and operations of third parties;
provided that notwithstanding (x) and (y) above, such Subsidiary shall be a
Restricted Subsidiary if it owns, leases or operates any property which would
qualify as Principal Property except as incidental to such financing business;
or (B) any Subsidiary acquired or organized after April 26, 2000 for the purpose
of acquiring the stock or business or assets of any person other than the
Company or any Restricted Subsidiary, whether by merger, consolidation,
acquisition of stock or assets or similar transaction analogous in purpose or
effect, so long as such Subsidiary does not acquire by merger, consolidation,
acquisition of stock or assets or similar transactions analogous in purpose or
effect all or any substantial part of the business or assets of the Company or
any Restricted Subsidiary; and (b) any other Subsidiary which is hereafter
designated by the Board of Directors as a Restricted Subsidiary.

      "Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property (whether such Principal Property is now owned or hereafter
acquired) that has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person, other than (a) temporary leases for a
term, including renewals at the option of the lessee, of not more than three
years; (b) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries; and (c) leases of Principal Property executed by the
time of, or within 180 days after the latest of, the acquisition, the completion
of construction or improvement (including any improvements on property which
will result in such property becoming Principal Property), or the commencement
of commercial operation of such Principal Property.

      "Secured Indebtedness" means (a) Indebtedness of the Company or a
Restricted Subsidiary which is secured by any Lien upon any Principal Property
or Restricted Securities and (b) Indebtedness of the Company or a Restricted
Subsidiary in respect of any conditional sale or other title retention agreement
covering Principal Property or Restricted Securities; but "Secured Indebtedness"
shall not include any of the following:

      (i)   Indebtedness of the Company and the Restricted Subsidiaries
outstanding on April 26, 2000, secured by then existing Liens upon, or incurred
in connection with conditional sales agreements or other title retention
agreements with respect to, Principal Property or Restricted Securities;



                                      -8-
<PAGE>
      (ii)  Indebtedness which is secured by (A) purchase money Liens upon
Principal Property or Restricted Securities acquired after April 26, 2000, or
(B) Liens placed on Principal Property after April 26, 2000, during construction
or improvement thereof (including any improvements on property which will result
in such property becoming Principal Property) or placed thereon within 180 days
after the later of acquisition, completion of construction or improvement or the
commencement of commercial operation of such Principal Property or improvement,
or placed on Restricted Securities acquired after April 26, 2000, or (C)
conditional sale agreements or other title retention agreements with respect to
any Principal Property or Restricted Securities acquired after April 26, 2000 if
(in each case referred to is this subparagraph (ii)) (x) such Lien or agreement
secures all or any part of the Indebtedness incurred for the purpose of
financing all or any part of the purchase price or cost of construction of such
Principal Property or improvement or Restricted Securities and (y) such Lien or
agreement does not extend to any Principal Property or Restricted Securities
other than the Principal Property or Restricted Securities so acquired or the
Principal Property, or portion thereof, on which the property so constructed, or
such improvement is located; provided, however, that the amount by which the
aggregate principal amount of Indebtedness secured by any such Lien or agreement
exceeds the cost to the Company or such Restricted Subsidiary of the related
acquisition, construction or improvement shall be considered to be "Secured
Indebtedness";

      (iii) Indebtedness which is secured by Liens on Principal Property or
Restricted Securities, which Liens exist at the time of acquisition (by any
manner whatsoever) of such Principal Property or Restricted Securities by the
Company or a Restricted Subsidiary;

      (iv)  Indebtedness of Restricted Subsidiaries owing to the Company or any
other Restricted Subsidiary and Indebtedness of the Company owing to any
Restricted Subsidiary;

      (v)   in the case of any corporation which becomes (by any manner
whatsoever) a Restricted Subsidiary after April 26, 2000, Indebtedness which is
secured by Liens upon, or conditional sale agreements or other title retention
agreements with respect to, its property which constitutes Principal Property or
Restricted Securities, which Liens exist at the time such corporation becomes a
Restricted Subsidiary;

      (vi)  guarantees by the Company of Secured Indebtedness and Attributable
Debt of any Restricted Subsidiaries and guarantees by a Restricted Subsidiary of
Secured Indebtedness and Attributable Debt of the Company and any other
Restricted Subsidiaries;

      (vii) Indebtedness arising from any Sale and Leaseback Transaction;

      (viii) Indebtedness secured by Liens on property of the Company or a
Restricted Subsidiary in favor of the United States of America, any State,
Territory or possession thereof, or the District of Columbia, or any department,
agency or instrumentality or political subdivision of the United States of
America or any State, Territory or possession thereof, or the District of
Columbia, or in favor of any other country or any political subdivision thereof,
if such Indebtedness was incurred for the purpose of financing all or any part
of the purchase


                                      -9-
<PAGE>
price or the cost of construction of the property subject to such Liens;
provided, however, that the amount by which the aggregate principal amount of
Indebtedness secured by any such Lien exceeds the cost to the Company or such
Restricted Subsidiary of the related acquisition or construction shall be
considered to be "Secured Indebtedness"; and

      (ix)  the replacement, extension or renewal (or successive replacements,
extensions or renewals) of any Indebtedness (in whole or in part) excluded from
the definition of "Secured Indebtedness" by subparagraphs (i) through (viii)
above; provided, however, that no Lien securing, or conditional sale or title
retention agreement with respect to, such Indebtedness shall extend to or cover
any Principal Property or any Restricted Securities, other than such property
which secured the Indebtedness so replaced, extended or renewed (plus
improvements on or to any such Principal Property); provided further, however,
that to the extent that such replacement, extension or renewal increases the
principal amount of Indebtedness secured by such Lien or is in a principal
amount in excess of the principal amount of Indebtedness excluded from the
definition of "Secured Indebtedness" by subparagraphs (i) through (viii) above,
the amount of such increase or excess shall be considered to be "Secured
Indebtedness".

      In no event shall the foregoing provisions be interpreted to mean or their
operation to cause the same Indebtedness to be included more than once is the
calculation of "Secured Indebtedness" as that term is used in this Indenture.

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

      "Special Record Date" for the payment of any Defaulted Interest on the
Securities of any issue means a date fixed by the Trustee pursuant to Section
3.7.

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

      "Subsidiary" means any corporation of which the Company at the time owns
or controls, directly or indirectly, more than 50% of the shares of outstanding
stock having general voting power under ordinary circumstances to elect a
majority of the Board of Directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency).

      "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee,


                                      -10-
<PAGE>
"Trustee" as used with respect to the Securities of any series shall mean the
Trustee with respect to the Securities of that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in effect on the date of this Indenture, except as provided in Section 8.3.

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

      (b)   The following terms shall have the meanings specified in the
Sections referred to opposite such term below:

<TABLE>
<CAPTION>
           Term                        Section
           ----                        -------
<S>                                    <C>
      "Act"                               1.4(a)
      "Bankruptcy Law"                    5.1
      "Custodian"                         5.1
      "Defaulted Interest"                3.7(b)
      "Event of Default"                  5.1
      "Register"                          3.5
      "Registrar"                         3.5
      "Valuation Date"                    3.7(c)
</TABLE>

SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Sections 2.3,
3.3 and 9.6) shall include:

            (1)   a statement that each individual signing such certificate or
      opinion has read such condition or covenant and the definitions herein
      relating thereto;

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

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



                                      -11-
<PAGE>
            (4)   a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

SECTION 1.3 FORM OF DOCUMENT DELIVERED TO TRUSTEE

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificates or opinions of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations as to such matters are
erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4 ACTS OF HOLDERS

      (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

      (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution


                                      -12-
<PAGE>
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other reasonable manner which the Trustee deems
sufficient.

      (c)   The ownership of Securities shall be proved by the Register.

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

      (e)   If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to an Officers' Certificate delivered to the
Trustee, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed to
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of clause (a) of this
Section 1.4 not later than six months after the record date.

SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

            (1)   the Trustee by any Holder or by the Company shall be
      sufficient for every purpose hereunder if made, given, furnished or filed
      in writing to or with the Trustee at its Corporate Trust Office,
      Attention: Corporate Trust Trustee Administration, or

            (2)   the Company by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly
      provided) if in writing and mailed, first-class postage prepaid, to the
      Company addressed to it at AT&T Wireless


                                      -13-
<PAGE>
      Services, Inc., 7277 164th Avenue NE, Building 1, Redmond, Washington
      98052, Attention: Chief Financial Officer or at any other address
      previously furnished in writing to the Trustee by the Company.

SECTION 1.6 NOTICE TO HOLDERS; WAIVER

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided
or otherwise agreed to by a Holder) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Register, within the time prescribed for the giving of such
notice.

      In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice mailed to a Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

      If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

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

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

SECTION 1.7 HEADINGS AND TABLE OF CONTENTS

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

SECTION 1.8 SUCCESSORS AND ASSIGNS

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.



                                      -14-
<PAGE>
SECTION 1.9 SEPARABILITY

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

SECTION 1.10 BENEFITS OF INDENTURE

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

SECTION 1.11 GOVERNING LAW

      THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control.

SECTION 1.12 LEGAL HOLIDAYS

      In any case where any Interest Payment Date, Redemption Date, sinking fund
payment date, Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture of any Security other than a provision in the Securities of
any series which specifically states that such provision shall apply in lieu of
this Section) payment of principal, premium, if any, or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such date; provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.

SECTION 1.13 NO RECOURSE AGAINST OTHERS

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



                                      -15-
<PAGE>
                                    ARTICLE 2

                                 SECURITY FORMS

SECTION 2.1 FORMS GENERALLY

      The Securities of each series shall be in substantially the form attached
as EXHIBIT A and as set forth pursuant to this Article, or in such other form or
forms as shall be established by delivery to the Trustee of an Officers'
Certificate or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities as evidenced by their execution of the Securities. If temporary
Securities of any series are issued as permitted by Section 3.4, the form
thereof also shall be established as provided in the preceding sentence. If the
form of Securities of any series are established by an Officers' Certificate,
such Officers' Certificate shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

      The permanent Securities shall be printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner, all as determined by the officers executing such Securities as evidenced
by their execution of such Securities.

SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      The Trustee's certificate of authentication shall be in substantially the
following form:

      This is one of the Securities of a series issued under the
within-mentioned Indenture.

Date:                                                           ,
     ---------------                ----------------------------
                                    as Trustee


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




                                      -16-
<PAGE>
                                    ARTICLE 3

                                 THE SECURITIES

SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES

      (a)   The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

      (b)   The following matters shall be established and (subject to Section
3.3) set forth, or determined in the manner provided, in an Officers'
Certificate and a Board Resolution of the Company or one or more indentures
supplemental hereto:

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

            (2)   any limit upon the aggregate principal amount of the
      Securities of the series which may be authenticated and delivered under
      this Indenture (which limit shall not pertain to (i) Securities
      authenticated and delivered upon registration of transfer of, or in
      exchange for, or in lieu of, other Securities of the series pursuant to
      Section 3.4, 3.5, 3.6, 8.6, or 10.7 and (ii) any Securities which,
      pursuant to the last paragraph of Section 3.3 are deemed never to have
      been authenticated and delivered thereunder);

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

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

            (5)   the place or places where, subject to the provisions of
      Section 9.2, the principal of, premium, if any, and interest, if any, on
      Securities of the series shall be payable;

            (6)   the period or periods within which, the price or prices at
      which, and the other terms and conditions upon which, Securities of the
      series may be redeemed, in whole or in part, at the option of the Company
      and, if other than as provided in Section 10.3, the manner in which the
      particular Securities of such series (if less than all Securities of such
      series are to be redeemed) are to be selected for redemption;



                                      -17-
<PAGE>
            (7)   the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or upon the happening of a specified event or at the option of
      a Holder thereof and the period or periods within which, the price or
      prices at which, and the other terms and conditions upon which, Securities
      of the series shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation;

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

            (9)   if the amount of payments or principal of, premium, if any,
      and interest, if any, on the Securities of the series shall be determined
      with reference to an index, formula or other method, the index, formula or
      other method by which such amounts shall be determined;

            (10)  if other than the principal amount thereof, the portion of the
      principal amount of such Securities of the series which shall be payable
      upon declaration of the acceleration thereof pursuant to Section 5.2 or
      the method by which such portion shall be determined;

            (11)  if other than as provided in Section 3.7, the Person to whom
      any interest on any Security of the series shall be payable and the extent
      to which, or the manner in which (including any certification requirement
      and other terms and conditions under which), any interest payable on a
      temporary Security on an Interest Payment Date will be paid if other than
      in the manner provided in Section 3.4, as applicable;

            (12)  provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (13)  any deletions from, modifications of or additions to the
      Events of Default set forth in Section 5.1 or covenants of the Company set
      forth in Article 9 pertaining to the Securities of the series;

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

            (15)  the date as of which any temporary Security representing
      outstanding Securities of the series shall be dated if other than the date
      of original issuance of the first Security of the series to be issued;



                                      -18-
<PAGE>
            (16)  the applicability, if any, to the Securities of or within the
      series of Sections 4.4 and 4.5, or such other means of defeasance or
      covenant defeasance as may be specified for the Securities of such series;

            (17)  if other than the Trustee, the identity of the Registrar and
      any Paying Agent or transfer agent;

            (18)  any terms which may be related to warrants issued by the
      Company in connection with, or for the purchase of, Securities of such
      series, including whether and under what circumstances the Securities of
      any series may be used toward the exercise price of any such warrants; and

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

      (c)   All Securities of any one series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to an Officers' Certificate pursuant to
this Section 3.1 or in an indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

      (d)   If any of the terms of the Securities of any series are established
by action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Corporate Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof. With respect to Securities of a series subject to a Periodic
Offering, such Board Resolution or Officers' Certificate may provide general
terms for Securities of such series and provide either that the specific terms
of particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company, or one or more of the
Company's agents designated in an Officers' Certificate, in accordance with the
Company Order as contemplated by the first proviso of the third paragraph of
Section 3.3

SECTION 3.2 DENOMINATIONS

      The Securities of each series shall be issuable only in definitive
registered form without coupons and in such denominations as shall be specified
as contemplated by Section 3.1. In the absence of any such provisions with
respect to the Securities of any series,


                                      -19-
<PAGE>
the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING

      Securities shall be executed on behalf of the Company by the Chairman,
President or Chief Executive Officer and attested to by the Secretary of the
Company. The Company's seal shall be affixed to the Securities, or a facsimile
of such seal shall be engraved, printed, or otherwise reproduced on the
Securities. The signatures of such officers on the Securities may be manual or
facsimile signatures of the present or any future such authorized officers and
may be imprinted or otherwise reproduced on the Securities.

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

      At any time and from time to time, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and make available for delivery such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that in the case of
Securities offered in a Periodic Offering, the Trustee shall authenticate and
deliver such Securities from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing) acceptable to the Trustee as may be specified by or
pursuant to a Company Order delivered to the Trustee prior to the time of the
first authentication of Securities of such series.

      If the form or terms of the Securities of a series have been established
by or pursuant to one or more Officers' Certificates as permitted by Sections
2.1 and 3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to section 315(a) through (d)
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel stating,

            (1)   that the forms and terms of such Securities have been
      established in conformity with the provisions of this Indenture; and

            (2)   that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms, subject to customary exceptions;

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the


                                      -20-
<PAGE>
time of the first authentication of Securities of such series and that the
Opinion of Counsel above may state:

            (x)   that the forms of such Securities have been, and the terms of
      such Securities (when established in accordance with such procedures as
      may be specified from time to time in a Company Order, all as contemplated
      by and in accordance with a Board Resolution or an Officers' Certificate
      pursuant to Section 3.1, as the case may be) will have been, established
      in conformity with the provisions of this Indenture; and

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

      With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.1 and 3.1 of this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company.

      If the form or terms of the Securities of a series have been established
by or pursuant to one or more Officers' Certificates as permitted by Sections
2.1 and 3.1, the Trustee shall have the right to decline to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

      Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 at or prior to the time of the authentication
of each Security of such series if the Officers' Certificate is delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature
of one of the authorized


                                      -21-
<PAGE>
signatories of the Trustee or an Authenticating Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered under this Indenture and is entitled
to the benefits of this Indenture.

      Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

SECTION 3.4 TEMPORARY SECURITIES

      Pending the preparation of definitive Securities of any series, the
Company may execute and, upon Company Order, the Trustee shall authenticate and
deliver temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor and form of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
permanent Securities of such series to be prepared without unreasonable delay.
After preparation of such permanent Securities, the temporary Securities shall
be exchangeable for such permanent Securities of like tenor upon surrender of
the temporary Securities of such series at the office or agency of the Company
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
Permanent Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as permanent
Securities of such series except as otherwise specified as contemplated by
Section 3.1.

SECTION 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency to be maintained by the Company in accordance
with Section 9.2 in a Place of Payment a register (the "Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and the registration of transfers of
Securities. The Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby


                                      -22-
<PAGE>
appointed "Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

      Upon surrender for registration of transfer of any Security of any series
at the office or agency maintained pursuant to Section 9.2 in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
aggregate principal amount containing identical terms and provisions, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

      Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

      Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company, the Registrar or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to those of the Company, the Registrar and the Trustee requiring
such written instrument of transfer duly executed by the Holder thereof or his
attorney duly authorized in writing.

      No service change shall be made for any registration of transfer or for
any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

      The Company shall not be required (i) to issue, register the transfer of,
or exchange any Securities for a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the
series of which such Security is a part and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of Securities of like tenor and of such series to be
redeemed or (ii) to register the transfer of or exchange of any Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Security being redeemed in part.



                                      -23-
<PAGE>
SECTION 3.6 REPLACEMENT SECURITIES

      If a mutilated Security is surrendered to the Trustee, together with, in
proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver a replacement Security of the same series
and date of maturity, if the Trustee's requirements are met.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agency of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver in lieu of any such destroyed, lost or stolen Security, a replacement
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

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

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security, shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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

SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

      Unless otherwise provided as contemplated by Section 3.1, interest, if
any, on any Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
maintained for such purpose pursuant to Section 9.2; provided, however, that, at
the option of the Company, interest on any series of Securities that bear
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as it shall appear on the Register of Holders of Securities of such
series or (ii) to the extent


                                      -24-
<PAGE>
specified as contemplated by Section 3.1, by wire transfer to an account
maintained by the Person entitled thereto as specified in the Register of
Holders of Securities of such series.

      Unless otherwise provided as contemplated by Section 3.1, any interest on
any Security of any series which is payable, but is not punctually paid or duly
provided for, on any interest payment date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

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

            (2)   The Company may make payment of any Defaulted Interest to the
      Persons in whose names the Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on a
      specified date in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may be
      listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this clause (2), such manner of payment shall be deemed
      practicable by the Trustee.

      Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of


                                      -25-
<PAGE>
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

SECTION 3.8 PERSONS DEEMED OWNERS

      Prior to due presentment of any Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, premium, if any, and
(subject to Section 3.7) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 3.9 CANCELLATION

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and any Paying Agent shall forward to the Trustee
any Securities surrendered to them for replacement, for registration of
transfer, or for exchange or payment. The Trustee shall cancel all Securities
surrendered for replacement, for registration of transfer, or for exchange,
payment, redemption or cancellation and may dispose of cancelled Securities in
accordance with its procedures for the disposition of cancelled securities and
issue a certificate of disposition to the Company. The Company may not issue new
Securities to replace Securities that it has paid or delivered to the Trustee
for cancellation, except as expressly permitted in the terms of Securities for
any particular series or as permitted pursuant to the terms of this Indenture.

SECTION 3.10 COMPUTATION OF INTEREST

      Except as otherwise specified as contemplated by Section 3.1 (i) interest
of any Securities that bear interest at a fixed rate shall be computed on the
basis of a 360-day year of twelve 30 day months and (ii) interest on any
Securities the bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360 or the actual
number of days in the year.

SECTION 3.11 CUSIP NUMBERS

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



                                      -26-
<PAGE>
                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 4.1 TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE

      Except as otherwise provided as contemplated by Section 3.1, this
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of or within any series (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities when

            (1)   either

                  (A)   all such Securities previously authenticated and
            delivered (other than (i) such Securities which have been destroyed,
            lost or stolen and which have been replaced or paid as provided in
            Section 3.6, and (ii) such Securities for whose payment money has
            theretofore been deposited in trust or segregated and held in trust
            by the Company and thereafter repaid to the Company or discharged
            from such trust, as provided in Section 9.3) have been delivered to
            the Trustee for cancellation; or

                  (B)   all Securities of such series not theretofore delivered
            to the Trustee for cancellation

                        (i)   have become due and payable, or

                        (ii)  will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) if redeemable at the option of the Company, are to
                  be called for redemption within one year under arrangements
                  satisfactory to the Trustee for giving of notice of redemption
                  by the Trustee in the name, and at the expense, of the
                  Company,

            and the Company, in the case of (i), (ii) or (iii) above, has
            irrevocably deposited or caused to be deposited with the Trustee as
            trust funds in trust for the purpose an amount sufficient to pay and
            discharge the entire indebtedness on such Securities not theretofore
            delivered to the Trustee for cancellation, for principal, premium,
            if any, and interest, with respect thereto, to the date of such
            deposit (in the case of Securities which have become due and
            payable) or to the Stated Maturity or Redemption Date, as the case
            may be;



                                      -27-
<PAGE>
            (2)   the Company has paid or caused to be paid all other sums
      payable hereunder by the Company; and

            (3)   the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.9, the
obligations of the Company to any Authenticating Agent under Section 6.13 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive.

SECTION 4.2 APPLICATION OF TRUST FUNDS

      Subject to the provisions of the last paragraph of Section 9.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and any interest for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

SECTION 4.3 APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT
      DEFEASANCE OR COVENANT DEFEASANCE

      If pursuant to Section 3.1 provision is made for either or both of (i)
defeasance of the Securities of or within a series under Section 4.4 or (ii)
covenant defeasance of the Securities of or within a series under Section 4.5,
then the provisions of such Section or Sections, as the case may be, together
with the provisions of Sections 4.6 through 4.9 inclusive, with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any Securities, shall be applicable to such Securities, and the Company may
at its option by Board Resolution, at any time, with respect to such Securities,
elect to have Section 4.4 (if applicable) or Section 4.5 (if applicable) be
applied to such Outstanding Securities upon compliance with the conditions set
forth below in this Article.

SECTION 4.4 DEFEASANCE AND DISCHARGE

      Upon the Company's exercise of the option specified in Section 4.3
applicable to this Section with respect to the Securities of or within a series,
the Company shall be deemed to have been discharged from its obligations with
respect to such Securities on the date the conditions set forth in Section 4.6
are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities which shall thereafter be deemed to
be


                                      -28-
<PAGE>
"Outstanding" only for the purposes of Section 4.7 and the other Sections of
this Indenture referred to in clause (ii) of this Section, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall on Company Order execute proper instruments acknowledging the same),
except the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Securities to receive,
solely from the trust funds described in Section 4.6(a) and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
and interest, if any, on such Securities when such payments are due; (ii) the
Company's obligations with respect to such Securities under Sections 3.5, 3.6,
9.2 and 9.3 and with respect to the payment of additional amounts, if any,
payable with respect to such Securities as specified pursuant to Section
3.1(b)(16); (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder; and (iv) this Article 4. Subject to compliance with this
Article 4, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 4.5 with respect
to such Securities. Following a defeasance, payment of such Securities may not
be accelerated because of an Event of Default.

SECTION 4.5 COVENANT DEFEASANCE

      Upon the Company's exercise of the option specified in Section 4.3
applicable to this Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 7.1 and 9.4,
and, if specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities on and after the date the conditions
set forth in Section 4.6 are satisfied (hereinafter, "covenant defeasance"), and
such Securities shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 7.1 and 9.4, or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.1(3) or 5.1(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.

SECTION 4.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

      The following shall be the conditions to application of Section 4.4 or
Section 4.5 to any Securities of or within a series:

            (a)   The Company shall have deposited or caused to be deposited
      irrevocably with the Trustee (or another trustee satisfying the
      requirements of Section 6.11 who shall agree to comply with, and shall be
      entitled to the benefits of,


                                      -29-
<PAGE>
      the provisions of Sections 4.3 through 4.9 inclusive and the last
      paragraph of Section 9.3 applicable to the Trustee, for purposes of such
      Sections also a "Trustee") as trust funds in trust for the purpose of
      making the payments referred to in clauses (x) and (y) of this Section
      4.6(a), specifically pledged as security for, and dedicated solely to, the
      benefit of the Holders of such Securities, with instructions to the
      Trustee as to the application thereof, (A) money in an amount, or (B) if
      Securities of such series are not subject to repayment at the option of
      Holders, Government Obligations which through the payment of interest and
      principal in respect thereof in accordance with their terms will provide,
      not later than one day before the due date of any payment referred to in
      clause (x) or (y) of this Section 4.6(a), money in an amount or (C) a
      combination thereof in an amount, sufficient, in the opinion of a
      nationally recognized firm of independent certified public accountants
      expressed in a written certification thereof delivered to the Trustee, to
      pay and discharge, and which shall be applied by the Trustee to pay and
      discharge, (x) the principal of, premium, if any, and interest, if any, on
      such Securities on the Maturity of such principal or installment of
      principal or interest and (y) any mandatory sinking fund payments
      applicable to such Securities on the day on which such payments are due
      and payable in accordance with the terms of this Indenture and such
      Securities. Before such a deposit the Company may make arrangements
      satisfactory to the Trustee for the redemption of Securities at a future
      date or dates in accordance with Article 10 which shall be given effect in
      applying the foregoing.

            (b)   Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a Default or Event of Default under,
      this Indenture or result in a breach or violation of, or constitute a
      default under, any other material agreement or instrument to which the
      Company is a party or by which it is bound.

            (c)   No Default or Event of Default under Section 5.1(5) or 5.1(6)
      with respect to such Securities shall have occurred and be continuing
      during the period commencing on the date of such deposit and ending on the
      91st day after such date (it being understood that this condition shall
      not be deemed satisfied until the expiration of such period).

            (d)   In the case of an election under Section 4.4, the Company
      shall have delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel to the effect that (i) the Company has received from,
      or there has been published by, the Internal Revenue Service a ruling, or
      (ii) since the date of execution of this Indenture, there has been a
      change in the applicable Federal income tax law, in either case to the
      effect that, and based thereon such opinion shall confirm that, the
      Holders of such Securities will not recognize income, gain or loss for
      Federal income tax purposes as a result of such defeasance and will be
      subject to Federal income tax on the same amount and in the same manner
      and at the same times, as would have been the case if such deposit,
      defeasance and discharge had not occurred.



                                      -30-
<PAGE>
            (e)   In the case of an election under Section 4.5, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the Holders of such Securities will not recognize income, gain or
      loss for Federal income tax purposes as a result of such covenant
      defeasance and will be subject to Federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such covenant defeasance had not occurred.

            (f)   The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent to the defeasance under Section 4.4 or the covenant defeasance
      under Section 4.5 (as the case may be) have been complied with and an
      Opinion of Counsel to the effect that either (i) as a result of a deposit
      pursuant to subsection (a) above and the related exercise of the Company's
      option under Section 4.4 or Section 4.5 (as the case may be), registration
      is not required under the Investment Company Act of 1940, as amended, by
      the Company, with respect to the trust funds representing such deposit or
      by the trustee for such trust funds or (ii) all necessary registrations
      under said act have been effected.

            (g)   Such defeasance or covenant defeasance shall be effected in
      compliance with any additional or substitute terms, conditions or
      limitations which may be imposed on the Company in connection therewith as
      contemplated by Section 3.1.

SECTION 4.7 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST

      Subject to the provisions of the last paragraph of Section 9.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.6 in respect of any Securities of any series shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 4.6 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

SECTION 4.8 TRANSFERS AND DISTRIBUTION AT COMPANY REQUEST

      To the extent permitted by the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 76, as amended or interpreted by
the Financial Accounting Standards Board from time to time, or any successor
thereto ("Standard No. 76"),


                                      -31-
<PAGE>
or to the extent permitted by the Commission, the Trustee shall, from time to
time, take one or more of the following actions as specified in a Company
Request:

            (a)   Retransfer, reassign and deliver to the Company any securities
      deposited with the Trustee pursuant to Section 4.6(a), provided that the
      Company shall in substitution therefor, simultaneously transfer, assign
      and deliver to the Trustee other Government Obligations appropriate to
      satisfy the Company's obligations in respect of the relevant Securities;
      and

            (b)   The Trustee (and any Paying Agent) shall promptly pay to the
      Company upon Company Request any excess money or securities held by them
      at any time, including, without limitation, any assets deposited with the
      Trustee pursuant to Section 4.6(a) exceeding those necessary for the
      purposes of Section 4.6(a).

      The Trustee shall not take the actions described in subsections (a) and
(b) of this Section 4.8 unless it shall have first , at the Company's expense, a
written report of a nationally recognized independent public accounting firm
selected by the Company, (i) expressing their opinion that the contemplated
action is permitted by Standard No. 76 or the Commission, for transactions
accounted for as extinguishment of debt under the circumstances described in
paragraph 3.c of Standard No. 76 or any successor provision and (ii) verifying
the accuracy, after giving effect to such action or actions, of the computations
which demonstrate that the amounts remaining to be earned on the Government
Obligations deposited with the Trustee pursuant to Section 4.6(a) will be
sufficient for purposes of Section 4.6(a).

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

SECTION 5.1 EVENTS OF DEFAULT

      An "Event of Default" occurs with respect to the Securities of any series
if (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (1)   the Company defaults in the payment of interest on any
      Security of that series or any additional amount payable with respect to
      any Security of that series as specified pursuant to Section 3.1(b)(14)
      when the same becomes due and payable and such default continues for a
      period of 90 days;

            (2)   the Company defaults in the payment of the principal of or any
      premium on any Security of that series when the same becomes due and
      payable at its Maturity or on redemption or otherwise, or in the payment
      of a mandatory sinking fund payment when and as due by the terms of the
      Securities of that series;



                                      -32-
<PAGE>
            (3)   the Company defaults in the performance of, or breaches, any
      covenant or warranty of the Company in this Indenture with respect to any
      Security of that series (other than a covenant or warranty a default in
      whose performance or whose breach is elsewhere in this Section
      specifically dealt with), and such default or breach continues for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 25% in principal amount of the Outstanding
      Securities of that series, a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" hereunder;

            (4)   the Company pursuant to or within the meaning of any
      Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry
      of an order for relief against it in an involuntary case, (C) consents to
      the appointment of a Custodian of it or for all or substantially all of
      its property, or (D) makes a general assignment for the benefit of its
      creditors;

            (5)   a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that (A) is for relief against the Company in an
      involuntary case, (B) appoints a Custodian of the Company or for all or
      substantially all of its property, or (C) orders the liquidation of the
      Company; and the order or decree remains unstayed and in effect for 90
      consecutive days; or

            (6)   any other Event of Default provided as contemplated by Section
      3.1 with respect to Securities of that series.

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

SECTION 5.2 ACCELERATION, RESCISSION AND ANNULMENT

      If an Event of Default with respect to the Securities of any series at the
time Outstanding occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of all of the outstanding Securities of
that series, by written notice to the Company (and, if given by the Holders, to
the Trustee), may declare the principal (or, if the Securities of that series
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable and upon any such declaration
such principal (or, in the case of original Issue Discount Securities or Indexed
Securities, such specified amount) shall be immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
outstanding Securities of that series, by written notice to the


                                      -33-
<PAGE>
Trustee, may rescind and annul such declaration and its consequences if all
existing Defaults and Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.7. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

      The Company covenants that if

            (1)   default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 90 days, or

            (2)   default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal, premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM

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

SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto.



                                      -34-
<PAGE>
SECTION 5.6 DELAY OR OMISSION NOT WAIVER

      No delay or omission by the Trustee or any Holder of any Securities to
exercise any right or remedy accruing upon an Event of Default shall impair any
such right or remedy or constitute a waiver of or acquiescence in any such Event
of Default.

SECTION 5.7 WAIVER OF PAST DEFAULTS

      The Holders of a majority in aggregate principal amount of Outstanding
Securities of any series by notice to the Trustee may waive on behalf of the
Holders of all Securities of such series a past Default or Event of Default with
respect to that series and its consequences except (i) a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on any
Security of such series or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified without the consent
of the Holder of each outstanding Security of such series adversely 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.

SECTION 5.8 CONTROL BY MAJORITY

      The Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series affected (with each such series voting as a class)
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to Securities of that series; provided,
however, that (i) the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, (ii) the Trustee may refuse to follow any direction
that is unduly prejudicial to the rights of the Holders of Securities of such
series not consenting, or that would in the good-faith judgment of the Trustee
have a substantial likelihood of involving the Trustee in personal liability and
(iii) the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction.

SECTION 5.9 LIMITATION ON SUITS BY HOLDERS

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

            (1)   the Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of that
      series;

            (2)   the Holders of at least 25% in aggregate principal amount of
      the Outstanding Securities of that series have made a written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;



                                      -35-
<PAGE>
            (3)   such Holder or Holders have offered to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense to be,
      or which may be, incurred by the Trustee in pursuing the remedy;

            (4)   the Trustee for 60 days after its receipt of such notice,
      request and the offer of indemnity has failed to institute any such
      proceedings; and

            (5)   during such 60-day period, the Holders of a majority in
      aggregate principal amount of the Outstanding Securities of that series
      has not given to the Trustee a direction inconsistent with such written
      request.

      No one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

SECTION 5.10 RIGHTS OF HOLDERS TO RECEIVE PAYMENT

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of, premium, if any, and,
subject to Section 3.7, interest on the Security, on or after the respective due
dates expressed in the Security (or, in case of redemption, on the redemption
dates), or, subject to Section 5.9, to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

SECTION 5.11 APPLICATION OF MONEY COLLECTED

      If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium,
if any, or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

            First: to the Trustee for amounts due under Section 6.9;

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

            Third: to the Company.



                                      -36-
<PAGE>
SECTION 5.12 RESTORATION OF RIGHTS AND REMEDIES

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 5.13 RIGHTS AND REMEDIES CUMULATIVE

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                    ARTICLE 6

                                   THE TRUSTEE

SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES

      (a)   Except during the continuance of an Event of Default,

            (1)   the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2)   in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture.

      (b)   In case an Event of Default has occurred and is continuing with
respect to the Securities of any series, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture with respect to the Securities
of such series, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his own affairs.



                                      -37-
<PAGE>
      (c)   No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1)   this subsection shall not be construed to limit the effect of
      subsection (a) of this Section;

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

            (3)   the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture with respect to the Securities of such series.

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

      (e)   Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 6.2 RIGHTS OF TRUSTEE

      Subject to the provisions of the Trust Indenture Act:

            (a)   The Trustee may conclusively rely and shall be protected in
      acting or refraining from acting upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note or other paper or document believed
      by it to be genuine and to have been signed or presented by the proper
      party or parties.

            (b)   Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security to the Trustee for authentication and
      delivery pursuant to Section 3.3, which shall be sufficiently evidenced as
      provided therein) and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution.

            (c)   Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting


                                      -38-
<PAGE>
      any action hereunder, the Trustee (unless other evidence be herein
      specifically prescribed) may, in the absence of bad faith on its part,
      conclusively rely upon an Officers' Certificate.

            (d)   The Trustee may consult with counsel of its selection and the
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

            (h)   The Trustee shall not be liable for any action it takes or
      omits to take in good faith which it believes to be authorized or within
      its rights or powers.

            (i)   The Trustee shall not be required to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties hereunder, or in the exercise of its rights or powers, if it
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to it.

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

            (k)   The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and


                                      -39-
<PAGE>
      shall be enforceable by, the Trustee in each of its capacities hereunder,
      and each agent, custodian and other Person employed to act hereunder;

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

SECTION 6.3 TRUSTEE MAY HOLD SECURITIES

      The Trustee, any Paying Agent, any Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company, an Affiliate or Subsidiary
with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.

SECTION 6.4 MONEY HELD IN TRUST

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 6.5 TRUSTEE'S DISCLAIMER

      The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representation as to the validity or adequacy of this Indenture or the
Securities. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities or for monies paid over to the Company pursuant to
the Indenture.

SECTION 6.6 NOTICE OF DEFAULTS

      If a Default occurs and is continuing with respect to the Securities of
any series and if it is known to the Trustee, the Trustee shall, within 90 days
after it occurs, transmit, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act (and, at the Company's expense, shall cause to
be published at least once in an Authorized Newspaper in The City of New York
and in London), notice of all uncured Defaults known to it; provided, however,
that, except in the case of a Default in payment on the Securities of any
series, the Trustee may withhold the notice if and so long as the board of
directors, the executive committee or a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of
Holders of Securities of that series; provided further that, in the case of any
default or breach of the character specified in Section 5.1(3)


                                      -40-
<PAGE>
with respect to the Securities of such series, no such notice to Holders shall
be given until at least 60 days after the occurrence thereof.

SECTION 6.7 REPORTS BY TRUSTEE TO HOLDERS

      Within 60 days after each May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in
Section 313(c) of the Trust Indenture Act a brief report dated as of such May 15
if required by Section 313(a) of the Trust Indenture Act. The Trustee also shall
comply with Section 313(b) and (d) of the Trust Indenture Act, if applicable.

SECTION 6.8 SECURITYHOLDER LISTS

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of Securities of each series. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee semiannually on or before the last day of
June and December in each year, and at such other times as the Trustee may
request in writing, a list, in such form and as of such date as the Trustee may
reasonably require, containing all the information in the possession of the
Registrar, the Company or any of its Paying Agents other than the Trustee as to
the names and addresses of Holders of Securities of each such series.

SECTION 6.9 COMPENSATION AND INDEMNITY

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

      (b)   The Company shall indemnify the Trustee, and any predecessor
Trustee, for, and hold it harmless against, any loss, liability or expense
incurred by it without negligence or bad faith on its part arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent.

      (c)   The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its negligence or bad faith.



                                      -41-
<PAGE>
      (d)   To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any series on
all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest on particular Securities.

      (e)   when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

      (f)   The provisions of this Section shall survive the termination of this
Indenture.

SECTION 6.10 REPLACEMENT OF TRUSTEE

      (a)   The resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in Section 6.11.

      (b)   The Trustee may resign at any time with respect to the Securities of
any series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities or such series.

      (c)   The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.

      (d)   If at any time:

            (1)   the Trustee fails to comply with Section 310(b) of the Trust
      Indenture Act after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Security for at least six
      months; or

            (2)   the Trustee shall cease to be eligible under Section 310(a) of
      the Trust Indenture Act and shall fail to resign after written request
      therefor by the Company or by any Holder of a Security who has been a bona
      fide Holder of a Security for at least six months; or

            (3)   the Trustee becomes incapable of acting, is adjudged a
      bankrupt or an insolvent or a receiver or public officer takes charge of
      the Trustee or its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then, in any such case, (i) the Company by or
      pursuant to a Board Resolution may remove the Trustee


                                      -42-
<PAGE>
      with respect to all Securities, or (ii) subject to Section 315(e) of the
      Trust Indenture Act, any Holder who has been a bona fide Holder of a
      Security for at least six months may, on behalf of himself and all other
      similarly situated, petition any court of competent jurisdiction for the
      removal of the Trustee with respect to all Securities and the appointment
      of a successor Trustee or Trustees.

      (e)   If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of one or more
series, the Company, by or pursuant to Board Resolution, shall promptly appoint
a successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

      (a)   In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

      (b)   In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor


                                      -43-
<PAGE>
Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (ii) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

      (c)   Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

      (d)   No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
the Trust Indenture Act.

      (e)   The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided for notices to the Holders of Securities in Section 1.6 and by
publishing notice of such event once in an Authorized Newspaper in the City of
New York and in London. Each notice shall include the name of the successor
Trustee with respect to the securities of such series and the address of its
Corporate Trust office.

SECTION 6.12 ELIGIBILITY; DISQUALIFICATION

      There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $100 million. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the


                                      -44-
<PAGE>
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
exchange, registration of transfer or partial redemption thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authenticating and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $10 million and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such


                                      -45-
<PAGE>
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided, such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation, including reimbursement of its reasonable expenses for
its services under this Section.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

      This is one of the Securities of a series issued under the
within-mentioned Indenture.



                                      -46-
<PAGE>
      Dated:                                                          ,
            ----------              ----------------------------------
                                      as Trustee


                                    By
                                       -------------------------------
                                          as Authenticating Agent


                                    By
                                       -------------------------------
                                          Authorized Officer

SECTION 6.15 TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY

      Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than fifteen
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

SECTION 7.1 CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED

      The Company may merge or consolidate with or into any other corporation or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its assets to any person, firm or corporation, if (i) (A) in the case of a
merger or consolidation, the Company is the surviving corporation or (B) in the
case of a merger or consolidation where the Company is not the surviving
corporation and in the case of any such sale, conveyance or other disposition,
the successor or acquiring corporation is a corporation organized and existing
under the laws of the United States or a State thereof and such corporation
expressly assumes by supplemental indenture all of the obligations of the
Company under the Securities and under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer or other disposition, no Default or Event of Default shall
have occurred and be continuing and (iii) the company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such merger or consolidation, or such sale, conveyance, transfer or other
disposition, complies with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


                                      -47-
<PAGE>
In the event of the assumption by a successor corporation of the obligations of
the Company as provided in clause (i)(B) of the immediately preceding sentence,
such successor corporation shall succeed to and be substituted for the Company
hereunder and under the Securities and all such obligations of the Company shall
terminate.

SECTION 7.2 NO LIMITATIONS

      Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself any other corporation or entity
(whether or not affiliated with the Company) or acquiring by purchase or
otherwise all or any part of the property of any other corporation or entity
(whether or not affiliated with the Company).



                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into indentures supplemental hereto, in form reasonably satisfactory to the
Trustee, for any of the following purposes:

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

            (2)   to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company; or

            (3)   to add any additional Events of Default with respect to all or
      any series of Securities; or

            (4)   to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to facilitate the issuance of Securities
      in bearer form, registrable or not registrable as to principal, and with
      or without interest coupons, or to facilitate the issuance of Securities
      in global form; or

            (5)   to add to, change or eliminate any of the provisions of this
      Indenture, provided that any such addition, change or elimination shall
      become effective only


                                      -48-
<PAGE>
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6)   to secure the Securities; or

            (7)   to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 3.2; or

            (8)   to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.10; or

            (9)   to correct or supplement any provision herein which may be
      inconsistent with any other provision herein, to cure any ambiguity or
      correct any mistake or to make any other provisions with respect to
      matters or questions arising under this Indenture, provided such action
      shall not adversely affect the interests of the Holders of Securities of
      any series in any material respect.

SECTION 8.2 WITH CONSENT OF HOLDERS

      With the written consent of the Holders of a majority of the aggregate
principal amount of the Outstanding Securities of each series adversely affected
by such supplemental indenture, the Company and the Trustee may enter into an
indenture or indentures supplemental hereto to add any provisions to or to
change or eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify the rights of the Holders of Securities of each
such series; provided, however, that without the consent of the Holder of each
Outstanding Security affected thereby, an amendment under this Section may not:

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

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Indenture;



                                      -49-
<PAGE>
            (3)   change any obligation of the Company to maintain an office or
      agency in the places and for the purposes specified in Section 9.2; or

            (4)   make any change in Section 5.7 or this 8.2(a) except to
      increase any percentage or to provide that certain other provisions of
      this Indenture cannot be modified or waived with the consent of the
      Holders of each Outstanding Security affected thereby.

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

      It is not necessary under this Section 8.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

SECTION 8.3 COMPLIANCE WITH TRUST INDENTURE ACT

      Every supplemental indenture executed pursuant to this Article shall
comply with the requirements of the Trust Indenture Act as then in effect.

SECTION 8.4 EXECUTION OF SUPPLEMENTAL INDENTURES

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 8.5 EFFECT OF SUPPLEMENTAL INDENTURES

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

SECTION 8.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to


                                      -50-
<PAGE>
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

                                    ARTICLE 9

                                    COVENANTS

SECTION 9.1 PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST

      The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of,
premium, if any, and interest on the Securities of that series in accordance
with the terms of the Securities of such series and this Indenture. An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.

SECTION 9.2 MAINTENANCE OF OFFICE OR AGENCY

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

      Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent.



                                      -51-
<PAGE>
SECTION 9.3 MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of, premium, if any, or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of its
action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

            (1)   hold all sums held by it for the payment of the principal of,
      premium, if any, or interest on Securities of that series in trust for the
      benefit of the Persons entitled thereto until such sums shall be paid to
      such Persons or otherwise disposed of as herein provided;

            (2)   give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of that series) in the making of any
      payment of principal, premium, if any, or interest on the Securities; and

            (3)   at any time during the continuance of any such default, upon
      the written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of any principal, premium or interest on
any Security of any series and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, or cause to be mailed to such
Holder, notice that such money remains


                                      -52-
<PAGE>
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 9.4 CORPORATE EXISTENCE

      Subject to Article 7, the Company will at all times do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and its rights and franchises; provided that nothing in this Section
9.4 shall prevent the abandonment or termination of any right or franchise of
the Company if, in the opinion of the Company, such abandonment or termination
is in the best interests of the Company and does not materially adversely affect
the ability of the Company to operate its business or to fulfill its obligations
hereunder.

SECTION 9.5 REPORTS BY THE COMPANY

      The Company covenants:

            (a)   to file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to section 13 or section 15(d) of the
      Securities Exchange Act of 1934, as amended; or, if the Company is not
      required to file information, documents or reports pursuant to either of
      such sections, then to file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to section 13 of the Securities
      Exchange Act of 1934, as amended, in respect of a security listed and
      registered on a national securities exchange as may be prescribed from
      time to time in such rules and regulations;

            (b)   to file with the Trustee and the Commission, in accordance
      with the rules and regulations prescribed from time to time by the
      Commission, such additional information, documents and reports with
      respect to compliance by the Company with the conditions and covenants
      provided for in this Indenture, as may be required from time to time by
      such rules and regulations; and

            (c)   to transmit to all Holders of Securities, within 30 days after
      the filing thereof with the Trustee, in the manner and to the extent
      provided in section 313(c) of the Trust Indenture Act, such summaries of
      any information, documents and reports required to be filed by the Company
      pursuant to subsections (a) and (b) of this Section 9.5, as may be
      required by rules and regulations prescribed from time to time by the
      Commission.



                                      -53-
<PAGE>
            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 9.6 ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT

      The Company covenants and agrees to deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, a brief certificate from
the principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this Section
9.7, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. The Company shall
promptly file with the Trustee written notice of occurrence of any Event of
Default, and in any event within 30 days of its becoming aware of any such Event
of Default.

SECTION 9.7 PROVISION OF FINANCIAL STATEMENTS

      If the Company is not required to file with the Commission periodic
reports and other information pursuant to section 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, the Company shall furnish without cost to each
Holder and file with the Trustee (i) within 135 days after the end of each
fiscal year, annual reports containing the information required to be contained
in Items 1, 2, 3, 5, 6, 7, 8 and 9 of Form 10-K promulgated under the Securities
Exchange Act of 1934, or substantially the same information required to be
contained in comparable items of any successor form, (ii) within 60 days after
the end of each of the first three fiscal quarters of each fiscal year,
quarterly reports containing the information required to be contained in Form
10-Q promulgated under the Securities Exchange Act of 1934, or substantially the
same information required to be contained in any successor form and (iii)
promptly from the time after the occurrence of an event required to be therein
reported, such other reports containing information required to be contained in
Form 8-K promulgated under the Securities Exchange Act of 1934, or substantially
the same information required to be contained in any successor form. The Company
shall also make such reports available to prospective purchasers of the
Securities, securities analysts and broker-dealers upon their request.

SECTION 9.8 LIMITATIONS ON LIENS.

      The Company will not create, assume, incur or guarantee, and will not
permit any Restricted Subsidiary to create, assume, incur or guarantee, any
Secured Indebtedness without making provision whereby all the Securities shall
be secured equally and ratably with (or prior to) such Secured Indebtedness
(together with, if the Company shall so determine, any other Indebtedness of the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinate to the Securities) so long as such Secured Indebtedness shall
be


                                      -54-
<PAGE>
outstanding unless such Secured Indebtedness, when added to (a) the aggregate
amount of all Secured Indebtedness then outstanding (not including in this
computation Secured Indebtedness if the Securities are secured equally and
ratably with (or prior to) such Secured Indebtedness and further not including
in this computation any Secured Indebtedness which is concurrently being
retired) and (b) the aggregate amount all Attributable Debt then outstanding
pursuant to Sale and Leaseback Transactions entered into by the Company after
April 26, 2000, or entered into by a Restricted Subsidiary after April 26, 2000,
or, if later, the date on which it became a Restricted Subsidiary (not including
in this computation any Attributable Debt which is concurrently being retired),
would not exceed 15% of Consolidated Net Tangible Assets.

SECTION 9.9 LIMITATIONS ON SALES AND LEASEBACKS.

      The Company will not, and will not permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction unless (a) the sum of (i) the
Attributable Debt to be outstanding pursuant to such Sale and Leaseback
Transaction, (ii) all Attributable Debt then outstanding pursuant to all other
Sale and Leaseback Transactions entered into by the Company after April 26,
2000, or, or entered into by a Restricted Subsidiary after April 26, 2000, or,
if later, the date on which it became a Restricted Subsidiary and (iii) the
aggregate of all Secured Indebtedness then outstanding (not including in this
computation Secured Indebtedness if the Securities are secured equally and
ratably with (or prior to) such Secured Indebtedness) would not exceed 15% of
Consolidated Net Tangible Assets, or (b) an amount equal to the greater of (i)
the net proceeds to the Company or the Restricted Subsidiary of the sale of the
Principal Property sold and leased back pursuant to such Sale and Leaseback
Transaction and (ii) the amount of Attributable Debt to be outstanding pursuant
to such Sale and Leaseback Transaction is applied to the retirement of Funded
Debt of the Company or any Restricted Subsidiaries (other than Funded Debt which
is subordinate to the Securities or which is owing to the Company or any
Restricted Subsidiaries) within 180 days after the consummation of such Sale and
Leaseback Transaction.

                                   ARTICLE 10

                                   REDEMPTION

SECTION 10.1 APPLICABILITY OF ARTICLE

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

SECTION 10.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution or any Officers' Certificate. In the case of
any redemption at the election of the Company of less than all the Securities,
if any, of any series, the Company


                                      -55-
<PAGE>
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (ii) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 10.3 SELECTION OF SECURITIES TO BE REDEEMED

      Unless otherwise specified as contemplated by Section 3.1, if less than
all the Securities of a series with the same original issue date, interest rate
and Stated Maturity are to be redeemed, the Trustee, not more than 45 days prior
to the redemption date, shall select the Securities of the series to be redeemed
in such manner as the Trustee shall deem fair and appropriate. The Trustee shall
make the selection from Securities of the series that are Outstanding and that
have not previously been called for redemption and may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

      For purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.

SECTION 10.4 NOTICE OF REDEMPTION

      Unless otherwise specified as contemplated by Section 3.1, notice of
redemption shall be given in the manner provided in Section 1.6 not less than 30
days nor more than 60 days prior to the Redemption Date to the Holders of the
Securities to be redeemed. Notice of redemption shall also be published by the
Company in an Authorized Newspaper in New York City and in London once in each
of four successive calendar weeks, the first publication to be not less than 30
nor more than 60 days before the Redemption Date.

      All notices of redemption shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;



                                      -56-
<PAGE>
            (3)   if fewer than all the Outstanding Securities of a series are
      to be redeemed, the identification (and, in the case of partial
      redemption, the principal amounts) of the particular Security or
      Securities to be redeemed;

            (4)   in case any Security is to be redeemed in part only, the
      notice which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed;

            (5)   the Place or Places of Payment where such Securities maturing
      after the Redemption Date, are to be surrendered for payment for the
      Redemption Price;

            (6)   that Securities of the series called for redemption must be
      surrendered to the Paying Agent to collect the redemption price;

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

            (8)   that the redemption is for a sinking fund, if such is the
      case; and

            (9)   CUSIP number.

      Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's written request delivered at least 15 days prior to
the date such notice is to be given (unless a shorter period shall be acceptable
to the Trustee), by the Trustee in the name and at the expense of the Company.

SECTION 10.5 DEPOSIT OF REDEMPTION PRICE

      On or prior to 10:00 a.m., New York City Time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.3) an amount of money sufficient to pay on the Redemption
Date the Redemption Price of, and (unless the Redemption Date shall be an
Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

      Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.



                                      -57-
<PAGE>
SECTION 10.6 SECURITIES PAYABLE ON REDEMPTION DATE

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Except as provided in
the next succeeding paragraph, upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest on Securities whose Stated
Maturity is prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

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

SECTION 10.7 SECURITIES REDEEMED IN PART

      Upon surrender of a Security that is redeemed in part at any Place of
Payment therefor (with, if the Company or the Trustee so required, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of that Security, without service charge,
a new Security or Securities of the same series, the same form and the same
Maturity in any authorized denomination equal in aggregate principal amount to
the unredeemed portion of the principal of the Security surrendered.

                                   ARTICLE 11

                                  SINKING FUNDS

SECTION 11.1 APPLICABILITY OF ARTICLE

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to


                                      -58-
<PAGE>
reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 11.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES

      The Company (i) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (ii) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 11.3 REDEMPTION OF SECURITIES FOR SINKING FUND

      Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 11.2 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 10.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 10.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 10.6 and 10.7.




                                      -59-
<PAGE>
      This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.



                                    AT&T Wireless Services, Inc.

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



THE BANK OF NEW YORK, TRUSTEE


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








                                      -60-
<PAGE>
                                                                       EXHIBIT A
                                                        FORM OF FACE OF SECURITY

      [If the Security is an Original Issue Discount Security, insert--FOR
PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS % OF ITS PRINCIPAL
AMOUNT AND THE ISSUE DATE IS , 200 [, -- AND] THE YIELD TO MATURITY IS %. [THE
METHOD USED TO DETERMINE THE YIELD IS AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
APPLICABLE TO THE SHORT ACCRUAL PERIOD OF , 200 TO , 200 IS % OF THE PRINCIPAL
AMOUNT OF THIS SECURITY.]]

                          AT&T WIRELESS SERVICES, INC.

                                                                 CUSIP:_________

$                                                                            No.

      AT&T WIRELESS SERVICES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to

or registered assigns, the principal sum of           Dollars on         [If the
Security is to bear interest prior to Maturity, insert--, and to pay interest
thereon from      or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on       and       in
each year, commencing , [If the Security is to bear interest at a fixed rate,
insert--at the rate of % per annum] [if the Security is to bear interest at an
adjustable rate, insert--at a rate per annum computed or determined in
accordance with the provisions below], until the principal hereof is paid or
made available for payment [If applicable, insert--, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of % per
annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the or (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of
<PAGE>
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture].

      [If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration or redemption or at the Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of    % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of    % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

      Payment of the principal of (and premium, if any, on) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the City and State of New York in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable,
insert--; provided, however, that at the option of the Company payment of
interest may be made by check mailed on or before the relevant Interest Payment
Date to the address of the Person entitled thereto as such address shall appear
in the Register].

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

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

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

      Dated:
                                    AT&T Wireless Services, Inc.

                                    By
                                       ------------------------------------








                                      -2-
<PAGE>
                                                     FORM OF REVERSE OF SECURITY

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of ___________, 200__ (herein called the
"Indenture"), between the Company (which term includes any successor corporation
under the Indenture) and _________________________, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture
with respect to the series of which this Security is a part), to which the
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof[,
limited in aggregate principal amount to $     ].

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than 30 days' notice by mail, [if applicable, insert--(1) on
___________ in any year commencing with the year __________ and ending with the
year _________ at a Redemption Price equal to % of the principal amount and (2)]
at any time [on or after 200 ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before ______, %, and if redeemed] during
the 12-month period beginning _________ of the years indicated,

<TABLE>
<CAPTION>
    Year     Redemption Price     Year     Redemption Price
    ----     ----------------     ----     ----------------
<S>          <C>                  <C>      <C>




</TABLE>

and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than 30 days' notice by mail, (1) on ___________ in any year
commencing with the year ____________ and ending with the year _________ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below and (2) at any time [on or
after ____________], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed


                                      -3-
<PAGE>
during the 12-month period beginning _____________ of the years indicated,

<TABLE>
<CAPTION>
                                           Redemption Price
                Redemption Price            for Redemption
                 for Redemption             Otherwise Than
               Through Operation           Through Operation
  Year        of the Sinking Fund         of the Sinking Fund
  ----        -------------------         -------------------
<S>           <C>                         <C>


</TABLE>


and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.]

      [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than ___% per annum.]

      [The sinking fund for this series provides for the redemption on
__________ in each year beginning with the year _______________ and ending with
the year ____________ of [not less than] $____________ [("mandatory sinking
fund")] and not more than $____________ aggregate principal amount of Securities
of this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in
the [describe order] order in which they become due.]]

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

      [If applicable, insert--The Securities of this series are subject to the
covenant defeasance provisions set forth in Article Four of the Indenture.]

      [If the Security is not an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the


                                      -4-
<PAGE>
effect provided in the Indenture. Such amount shall be equal to--insert formula
for determining the amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all the Company's obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

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

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

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

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



                                      -5-
<PAGE>
      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

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

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



      This is one of the Securities of a series issued under the
within-mentioned Indenture.

Date:                                                           ,
     --------------                 ----------------------------
                                    as Trustee



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








                                      -6-