<PAGE>

                                                                     EXHIBIT 4.3

                          Dated as of   , 2003
                                     ---

                             VALE OVERSEAS LIMITED,
                                    as Issuer

                                       and

                           COMPANHIA VALE DO RIO DOCE,
                                  as Guarantor

                                       and

                              JPMORGAN CHASE BANK,
                                   as Trustee

                          THIRD SUPPLEMENTAL INDENTURE

                           Guaranteed Debt Securities

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1   Definitions...............................................................1

2   Amendments to the Original Indenture......................................2

3   Miscellaneous Provisions.................................................24

4   The Trustee..............................................................25

                                        i

<PAGE>

Third Supplemental Indenture, dated as of   , 2003, among VALE OVERSEAS
                                         ---
LIMITED, a Cayman Islands exempted company incorporated with limited liability
(herein called the "Company"), having its principal office at Walker House, P.O.
Box 908 GT, Mary Street, Georgetown, Grand Cayman, Cayman Islands, COMPANHIA
VALE DO RIO DOCE, a company duly organized and existing under the laws of the
Federative Republic of Brazil (herein called the "Guarantor"), having its
principal office at Avenida Graca Aranha, No. 26, 17(Degree) Andar, 20030-900
Rio de Janeiro, RJ, Brazil, and JPMORGAN CHASE BANK, a bank duly organized and
existing under the laws of the State of New York, having its principal corporate
trust office at 4 New York Plaza, New York, New York 10004, as Trustee (herein
called the "Trustee") to the Indenture, dated as of March 8, 2002, among the
Company, the Guarantor and the Trustee (herein called the "Original Indenture").

                              W I T N E S S E T H :

Whereas, Section 9.1.5 of the Original Indenture authorizes the Company, when
authorized by a Board Resolution, the Guarantor, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, to enter,
without the consent of any Holders, into one or more supplemental indentures to
add to, change or eliminate any of the provisions of the Original Indenture in
respect of one or more series of Securities, provided that any such addition,
change or elimination shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of any
such Security with respect to such provision;

Whereas, in connection with the filing by the Company and the Guarantor of a
shelf registration statement on Form F-3, the Company and the Guarantor desire
by this Third Supplemental Indenture to add to, change or eliminate certain
provisions of the Original Indenture;

Whereas, such additions, changes or eliminations (i) shall apply only to
Securities authorized and issued after the execution of the Third Supplemental
Indenture; and (ii) shall not modify the rights of the Holders of any Securities
issued on or prior to the date of this Third Supplemental Indenture;

Whereas, the Company and the Guarantor have duly authorized the execution and
delivery of this Third Supplemental Indenture to make such additions, changes or
eliminations; and

Whereas, all things necessary to make this Third Supplemental Indenture a valid
and binding legal obligation of the Company and the Guarantor according to its
terms have been done.

Now, Therefore, the Company and the Guarantor agree with the Trustee as follows:

1    Definitions

     1.1  Provisions of the Original Indenture

          Except insofar as herein otherwise expressly provided, all the
          definitions, provisions, terms and conditions of the Original
          Indenture shall remain in full force and effect. The Original
          Indenture, as amended and supplemented by this Third Supplemental
          Indenture, is in all respects ratified and confirmed, and the Original
          Indenture and this Third Supplemental Indenture shall be read, taken
          and considered as one and the same instrument for all purposes.

<PAGE>

     1.2  Definitions

          For all purposes of this Third Supplemental Indenture, except as
          otherwise expressly provided or unless the subject matter or context
          otherwise requires:

          1.2.1   any reference to an "Article" or a "Section" refers to an
                  Article or Section, as the case may be, of the Original
                  Indenture;

          1.2.2   the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Third Supplemental Indenture
                  as a whole and not to any particular Article, Section or other
                  subdivision;

          1.2.3   all terms used in this Third Supplemental Indenture that are
                  defined in the Original Indenture have the meanings assigned
                  to them in the Original Indenture, except as otherwise
                  provided in this Third Supplemental Indenture.

2    Amendments to the Original Indenture

     2.1  The definition of "Board Resolution" in Section 1.1 of the Original
          Indenture is hereby amended and restated as follows:

          "Board Resolution" means a copy of a resolution that has been duly
          adopted by the Board of Directors or the Executive Board of the
          Company or the Guarantor, as the case may be, duly certified by the
          Secretary or an Assistant Secretary of such body as being in full
          force and effect on the date of such certification, and delivered to
          the Trustee.

     2.2  The definition of "Executive Board" is hereby added to in Section 1.1
          as follows:

          "Executive Board" means the executive officers of the Guarantor that
          are responsible for day to day operations and the implementation of
          the general policies and guidelines set forth by the Board of
          Directors.

     2.3  The definition of "Indebtedness" in Section 1.1 of the Original
          Indenture is hereby amended and restated as follows:

          "Indebtedness" means with respect to any Person, any amount payable
          (whether as a direct obligation or indirectly through a guaranty by
          such Person) pursuant to (i) an agreement or instrument involving or
          evidencing money borrowed, (ii) a conditional sale or a transfer with
          recourse or with an obligation to repurchase or (iii) a lease with
          substantially the same economic effect as any such agreement or
          instrument and which, under U.S. generally accepted accounting
          principles, would constitute a capitalized lease obligation, provided,
          however, that as used in Section 5.1.3, "Indebtedness" shall not
          include any payment made by the Guarantor on behalf of an Affiliate,
          upon any Indebtedness of such Affiliate becoming immediately due and
          payable as a result of a default by such Affiliate, pursuant to a
          guarantee or similar instrument provided by the Guarantor in
          connection with such Indebtedness, provided that such payment made by
          the Guarantor is made within five Business Days of notice being
          provided to the Guarantor that payment is due under such guarantee or
          similar instrument.

                                       2

<PAGE>

     2.4  The definition of "Officers' Certificate" in Section 1.1 of the
          Original Indenture is hereby amended and restated as follows:

          "Officers' Certificate" means a certificate signed in the name of the
          Company or the Guarantor by any two of its Directors, executive
          officers or attorneys in fact in accordance with its Bylaws, and
          delivered to the Trustee, provided however that an Officers'
          Certificate pursuant to Section 10.4 shall be signed in the name of
          the Company or the Guarantor by any two of the Company's or the
          Guarantor's, as applicable, principal executive, financial or
          accounting officers.

     2.5  The definition of "Permitted Lien" in Section 1.1 of the Original
          Indenture is hereby amended and restated as follows:

          "Permitted Lien," with respect to any series of Securities issued
          hereunder, means any Lien:

          (i)  granted upon or with regard to any property acquired by the
               Company or the Guarantor after the date of the issuance of
               Securities of such series to secure the purchase price of such
               property or to secure Indebtedness incurred solely for the
               purpose of financing the acquisition of such property, provided,
               however, that the maximum sum secured by such security shall not
               exceed the purchase price of such property or the Indebtedness
               incurred solely for the purpose of financing the acquisition of
               such property;

          (ii) in existence on the date of the issuance of Securities of such
               series and any extension, renewal or replacement thereof;
               provided, however, that the total amount of Indebtedness so
               secured shall not exceed the amount so secured on the date of the
               issuance of Securities of such series;

          (iii)arising by operation of law, such as tax, merchants', maritime
               or other similar liens arising in the ordinary course of the
               Company's or the Guarantor's business;

          (iv) arising in the ordinary course of business in connection with the
               financing of export, import or other trade transactions to secure
               Indebtedness of the Company or Guarantor;

          (v)  securing or providing for the payment of Indebtedness incurred in
               connection with any project financing by the Guarantor, provided
               that (1) such security shall not extend to any property in
               existence on the date of the issuance of Securities of such
               series, to any revenues from such property, or to any proceeds
               from claims belonging to the Guarantor which arise from the
               operation, failure to meet specifications, failure to complete,
               exploitation, sale or loss of, or damage to, such property
               ("Claims Proceeds"), (2) such security shall not extend to any
               property (or to any revenues or Claims Proceeds therefrom) at any
               project in existence on the date of the issuance of Securities of
               such series, other than the existing power plant projects named
               Aimores, Candonga, Funil, Capim Branco I and Capim Branco II, Foz
               do Chapeco, Santa Isabel, Serra Quebrada and Estreito projects
               and (3) such security only extends to properties which are the
               subject of such project financing, to any revenues from such
               properties, or to any Claims Proceeds from such properties;

                                       3

<PAGE>

          (vi) granted upon or with regard to any present or future asset or
               property of the Guarantor to (i) any Brazilian governmental
               credit agency (including, but not limited to the Brazilian
               National Treasury, Banco Nacional de Desenvolvimento Economico e
               Social, BNDES Participacoes S.A., Financiadora de Estudos e
               Projetos and Agencia Especial de Financiamento Industrial); (ii)
               any Brazilian official financial institutions (including, but not
               limited to Banco da Amazonia S.A. - BASA and Banco do Nordeste do
               Brasil S.A. - BNB); (iii) any non-Brazilian official
               export-import bank or official export-import credit insurer; or
               (iv) the International Finance Corporation or any non-Brazilian
               multilateral or government-sponsored agency;

          (vii) existing on any asset prior to the acquisition thereof by the
               Company or Guarantor and not created in contemplation of such
               acquisition;

          (viii) any Lien created over funds reserved for the payment of
               principal, interest and premium, if any, due in respect of
               Securities issued under this Indenture; or

          (ix) hereafter granted upon or in respect of any asset of the Company
               or Guarantor other than those referred to in Clauses (i) through
               (viii) above, provided that the aggregate amount of Indebtedness
               secured pursuant to this clause (ix) shall not, on the date any
               such Indebtedness is incurred, exceed an amount equal to 10 per
               cent of the Guarantor's stockholders' equity (calculated on the
               basis of the Guarantor's latest quarterly unaudited or annual
               audited non-consolidated financial statements, whichever is the
               most recently prepared, in accordance with accounting principles
               generally accepted in Brazil and currency exchange rates
               prevailing on the last day of the period covered by such
               financial statements).

     2.6  The definition of "Significant Subsidiary" in Section 1.1 of the
          Original Indenture is hereby amended and restated as follows:

          "Significant Subsidiary" shall mean, at any time, a Subsidiary of
          which the Guarantor's and its other Subsidiaries' proportionate share
          of the total assets (after intercompany eliminations) of the
          Subsidiary exceeds 10% of the total assets of the consolidated group
          as of the end of the most recently completed fiscal year.

     2.7  The first paragraph of Section 1.2 of the Original Indenture is hereby
          amended and restated as follows:

          Upon any application or request by the Company to the Trustee to take
          any action under any provision of this Indenture, the Company and the
          Guarantor shall furnish to the Trustee such certificates and opinions
          as may be required hereunder and under the Trust Indenture Act. Each
          such certificate or opinion shall be given in the form of an Officers'
          Certificate, if to be given by any two officers of the Company or the
          Guarantor, or an Opinion of Counsel if to be given by counsel, and
          shall comply with the requirements of the Trust Indenture Act and any
          other requirements set forth in this Indenture.

     2.8  The second paragraph of Section 1.3 of the Original Indenture is
          hereby amended and restated as follows:

          Any certificate or opinion of any two officers of the Company or the
          Guarantor may be based, insofar as it relates to legal matters, upon a
          certificate or opinion of, or

                                       4

<PAGE>

          representations by, counsel, unless such officers know, or in the
          exercise of reasonable care should know, that the certificate or
          opinion or representations with respect to the matters upon which the
          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 or the Guarantor stating that the
          information with respect to such factual matters is in the possession
          of the Company or the Guarantor, unless such counsel knows, or in the
          exercise of reasonable care should know, that the certificate or
          opinion or representations with respect to such matters are erroneous.

     2.9  Section 1.5.2 of the Original Indenture is hereby amended and restated
          as follows:

          (i) 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
          both the Company and the Guarantor and (ii) the Guarantor 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 both the Guarantor and the
          Company, in either case addressed to it at the address specified below
          or at any other address previously furnished in writing to the Trustee
          by the Company or the Guarantor:

          Avenida Graca Aranha, No. 26, 17 Andar
          20030-900 Rio de Janeiro, RJ, Brazil
          Attention:      Financial Director
          Fax:            011-5521-3814-4679
          Tel:            011-5521-3814-4726
          with a copy to:
          Attention:      General Counsel
          Fax:            011-5521-3814-9921
          Tel:            011-5521-3814-4566

     2.10 Section 2.1 of the Original Indenture is hereby amended and restated
          as follows:

          The Securities and the Trustee's certificates of authentication shall
          be in substantially the forms set forth in this Article or in such
          other form as shall be established by or pursuant to a Board
          Resolution 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 Depositary thereof
          or as may, consistently herewith, be determined by the officers
          executing such Securities, as evidenced by their execution of the
          Securities. If the form of Securities of any series is established by
          action taken pursuant to a Board Resolution, a copy of an appropriate
          record of such action shall be certified by the Secretary or an
          Assistant Secretary of such board and 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 definitive Securities shall be printed, lithographed or engraved
          on steel engraved borders 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.

                                       5

<PAGE>

     2.11 Section 2.3 of the Original Indenture is hereby amended and restated
          as follows:

          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 tranches of one or more series under an Indenture, dated
          as of March 8, 2002 (herein called the "Indenture", which term shall
          have the meaning assigned to it in such instrument), among the
          Company, Companhia Vale do Rio Doce, as Guarantor (herein called the
          "Guarantor") and JPMorgan Chase Bank, as Trustee (herein called the
          "Trustee", which term includes any successor trustee under the
          Indenture), and reference is hereby made to the Indenture for a
          statement of the respective rights, limitations of rights, duties and
          immunities thereunder of the Company, the Guarantor, the Trustee and
          the Holders of the Securities and of the terms upon which the
          Securities are, and are to be, authenticated and delivered. The full
          and punctual payment of the principal of, premium, if any, and
          interest on, and all other amounts payable under, this Security is
          guaranteed by the Guarantor. This Security is one of the series
          designated on the face hereof [if applicable, insert -- , limited in
          aggregate principal amount to $[   ]].
                                          ---

          [If applicable, insert -- The Securities of this series are subject to
          redemption upon not less than [  ] days' nor more than [  ] days'
                                         --                       --
          notice, at any time [if applicable, insert -- on or after [       ],
                                                                     -------
          20[  ]], 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 [if applicable, insert -- on or before [       ],
                                                                       -------
          [  ]%, and if redeemed] during the 12-month period beginning [       ]
           --                                                           -------
          of the years indicated,

                 Redemption          Redemption
          Year     Price      Year      Price
          ----   ----------   ----   ----------



          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 Record
          Dates referred to on the face hereof, all as provided in the
          Indenture.]

          [If the Security is subject to redemption of any kind, insert -- In
          the event of redemption of this Security in part only, a new Security
          or Securities of this series and of like tenor for the unredeemed
          portion hereof will be issued in the name of the Holder hereof upon
          the cancellation hereof.]

          [If the Security is not subject to redemption, insert - This Security
          is not redeemable prior to Stated Maturity.]

          [If applicable, insert -The Indenture contains provisions for
          defeasance at any time of [the entire indebtedness of this Security]
          [or] [certain restrictive covenants and Events of

                                       6

<PAGE>

          Default with respect to this Security] [,in each case] upon compliance
          with certain conditions set forth in the Indenture.]

          [If the Security is not an Original Issue Discount Security, insert --
          If an Event of Default or Illegality Event 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 or Illegality Event 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 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, premium and interest (in
          each case to the extent that the payment of such interest shall be
          legally enforceable), all of the Company's obligations in respect of
          the payment of the principal of and premium and interest, if any, on
          the Securities of this series shall terminate.]

          All payments of principal[, premium] and interest in respect of the
          Securities shall be made without withholding or deduction for any
          present or future taxes, duties, assessments or governmental charges
          of whatever nature imposed, levied, collected, withheld or assessed by
          or on behalf of the Cayman Islands or Brazil or any Successor
          Jurisdiction or any authority therein or thereof having power to tax
          ("Foreign Taxes") except to the extent that such Foreign Taxes are
          required by the Cayman Islands, Brazil, such Successor Jurisdiction or
          such authority to be withheld or deducted. In the event of any
          withholding or deduction for any Foreign Taxes, the Company or the
          Guarantor, as the case may be, shall pay such additional amounts
          ("Additional Amounts") as will result in receipt by the Holders of
          Securities on the respective due dates of such amounts as would have
          been received by them had no such withholding or deduction (including
          for any Foreign Taxes payable in respect of Additional Amounts) been
          required, except that no such Additional Amounts shall be payable with
          respect to any payment on a Security:

          (i)  to, or to a third party on behalf of, a Holder who is liable for
               any such taxes, duties, assessments or other governmental charges
               which would not have been imposed but for (A) a connection
               between the Holder and the Cayman Islands or Brazil other than
               the mere holding of such Security and the receipt of payments
               with respect to such Security or (B) failure by the Holder to
               comply with any certification, identification or other reporting
               requirement concerning the nationality, residence, identity or
               connection with the Cayman Islands, Brazil or a Successor
               Jurisdiction, or applicable political subdivision or authority
               thereof or therein having power to tax, of such Holder, if
               compliance is required by such Successor Jurisdiction, or any
               political subdivision or authority thereof or therein having
               power to tax as a precondition to exemption from, or reduction in
               the rate of, the tax, assessment or other governmental charge and
               the Company has given the Holders at least 30 days' notice that
               Holders will be required to provide such certification,
               identification or other requirement;

          (ii) in respect of any such taxes, duties, assessments or other
               governmental charges with respect to a Security surrendered (if
               surrender is required) more than 30

                                       7

<PAGE>

                days after the date on which such payment became due and payable
                or the date on which payment thereof is duly provided for and
                notice thereof given to Holders, whichever occurs later, except
                to the extent that the Holder of such Security would have been
                entitled to such Additional Amounts on surrender of such
                Security  for payment on the last day of such 30-day period;

          (iii) in respect of estate, inheritance, gift, sales, transfer,
                personal property or similar tax, assessment or governmental
                charge imposed with respect to a Security;

          (iv)  in respect of any tax, assessment or other governmental charge
                payable otherwise than by deduction or withholding from payments
                on any series of Securities or by direct payment by the Company
                or the Guarantor in respect of claims made against the Company
                or the Guarantor;

          (v)   where such withholding or deduction is imposed on a payment to
                an individual and is required to be made pursuant to any
                European Union Directive on the taxation of savings implementing
                the conclusions of the ECOFIN Council meeting of November 26-27,
                2000 or any law implementing or complying with, or introduced in
                order to conform to, such directive; or

          (vi)  in respect of any combination of the above.

          For purposes of the provisions described in clause (i) above, the term
          "Holder" of any Security means the direct nominee of any beneficial
          owner of such Security, which holds such beneficial owner's interest
          in such Security. Notwithstanding the foregoing, the limitations on
          the Company's or the Guarantor's obligation to pay Additional Amounts
          set forth in clause (i) above shall not apply if the provision of
          information, documentation or other evidence described in such clause
          (i) would be materially more onerous, in form, in procedure or in the
          substance of information disclosed, to a Holder or beneficial owner of
          a Security (taking into account any relevant differences between U.S.
          and Cayman Islands or Brazilian law, regulation or administrative
          practice) than comparable information or other reporting requirements
          imposed under U.S. tax law (including tax treaties between the United
          States and the Cayman Islands or Brazil), regulation (including
          proposed regulations) and administrative practice.

          The Company or the Guarantor, as the case may be, shall promptly
          provide the Trustee with documentation (which may consist of certified
          copies of such documentation) satisfactory to the Trustee evidencing
          the payment of Foreign Taxes in respect of which the Company or the
          Guarantor has paid any Additional Amounts. Copies of such
          documentation shall be made available to the Holders of the Securities
          or the Paying Agent, as applicable, upon request therefor.

          The Company or the Guarantor, as the case may be, shall pay all stamp,
          issue, registration, documentary or other similar duties, if any,
          which may be imposed by the Cayman Islands or Brazil or any
          governmental entity or political subdivision therein or thereof, or
          any taxing authority of or in any of the foregoing, with respect to
          the Indenture or the issuance of the Securities or the Guaranties.

          All references herein or in the Indenture to principal, premium or
          interest in respect of any Security or Guaranty shall be deemed to
          include all Additional Amounts, if any,

                                       8

<PAGE>

          payable in respect of such principal, premium or interest, unless the
          context otherwise requires, and express mention of the payment of
          Additional Amounts in any provision hereof shall not be construed as
          excluding reference to Additional Amounts in those provisions hereof
          where such express mention is not made.

          In the event that Additional Amounts actually paid with respect to the
          Securities pursuant to the preceding paragraph are based on rates of
          deduction or withholding of taxes in excess of the appropriate rate
          applicable to the Holder of such Securities, and, as a result thereof
          such Holder is entitled to make claim for a refund or credit of such
          excess from the authority imposing such withholding tax, then such
          Holder shall, by accepting such Securities, be deemed to have assigned
          and transferred all right, title, and interest to any such claim for a
          refund or credit of such excess to the Company and the Guarantor.
          However, by making such assignment, the Holder makes no representation
          or warranty that the Company or the Guarantor will be entitled to
          receive such claim for a refund or credit and incurs no other
          obligation with respect thereto.

          All references in the Indenture and the Securities to principal in
          respect of any Security shall be deemed to mean and include any
          Redemption Price or Repurchase Price payable in respect of such
          Security pursuant to any redemption or repurchase right hereunder (and
          all such references to the Stated Maturity of the principal in respect
          of any Security shall be deemed to mean and include the Redemption
          Date or Repurchase Date with respect to any such Redemption Price or
          Repurchase Price), and all such references to principal, premium,
          interest or Additional Amounts shall be deemed to mean and include any
          amount payable in respect hereof pursuant to Section 10.7 of the
          Indenture, and express mention of the payment of any Redemption Price,
          or Repurchase Price or any such other amount in any provision hereof
          or of the Indenture shall not be construed as excluding reference to
          the payment of any Redemption Price or Repurchase Price, or any such
          other amounts in those provisions hereof where such express reference
          is not made.

          The Company may redeem the Securities if, as a result of any amendment
          to, or change in, the laws (or any rules, or regulations thereunder)
          of the Cayman Islands or Brazil or any political subdivision or taxing
          authority thereof or therein affecting taxation or any amendment to or
          change in an official interpretation, administration or application of
          such laws, rules, or regulations (including a holding by a court of
          competent jurisdiction), which amendment or change of such laws,
          rules, or regulations or the interpretation thereof becomes effective
          on or after [Insert date specified therefor in Securities of the
          applicable series], the Company would be obligated, after taking
          measures the Company considers reasonable to avoid such requirement,
          to pay Additional Amounts in excess of the Additional Amounts that the
          Company would be obligated to pay if payments made on the Securities
          were subject to withholding or deduction of Foreign Taxes at the rate
          of 15%. In such event, the Securities are subject to redemption upon
          not less than 30 nor more than 60 days' notice by mail, at any time,
          as a whole but not in part, at the election of the Company, at a cash
          price equal to the sum of (i) the principal amount of the Securities
          being redeemed, (ii) any accrued original issue discount thereon to
          the date fixed for redemption, (iii) accrued and unpaid current
          interest thereon to the date fixed for redemption, (iv) any premium
          applicable in the case of redemption prior to Maturity, and (v) any
          Additional Amounts (as defined in the Indenture) which would otherwise
          be payable.

          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

                                       9

<PAGE>

          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
          Securities at the time Outstanding of each series to be affected. The
          Indenture also contains provisions (i) permitting the Holders of a
          majority in principal amount of the Securities at the time Outstanding
          of any series to be affected under the Indenture, on behalf of the
          Holders of all Securities of such series, to waive compliance by the
          Company with certain provisions of the Indenture and (ii) permitting
          the Holders of a majority in principal amount of the Securities at the
          time Outstanding of any series to be affected under the Indenture, on
          behalf of the Holders of all Securities of such series, to waive
          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 herefor or in lieu hereof, whether or
          not notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
          Holder of this Security shall not have the right to institute any
          proceeding with respect to the Indenture, or for the appointment of a
          receiver or trustee, or for any other remedy thereunder, unless such
          Holder shall have previously given the Trustee written notice of a
          continuing Event of Default or Illegality Event with respect to the
          Securities of this series, the Holders of not less than 25% in
          principal amount of the Securities of this series at the time
          Outstanding shall have made written request to the Trustee to
          institute proceedings in respect of such Event of Default or
          Illegality Event as Trustee and offered the Trustee indemnity
          reasonably satisfactory to it, and the Trustee shall not have received
          from the Holders of a majority in principal amount of Securities of
          this series at the time Outstanding a direction inconsistent with such
          request, and shall have failed to institute any such proceeding, for
          60 days after receipt of such notice, request and offer of indemnity.
          The foregoing shall not apply to any suit instituted by the Holder of
          this Security for the enforcement of any payment of principal hereof
          or any [premium or] interest hereon on or after the respective due
          dates expressed herein.

          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 principal of
          and any [premium and] interest on this Security 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 of the Trustee or agency of the Company in any
          place where the principal of and any [premium and] interest 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 and of like tenor, 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 $1,000 and any 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 and of
          like tenor of a different authorized denomination, as requested by the
          Holder surrendering the same.

                                       10

<PAGE>

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

          Prior to due surrender of this Security for registration of transfer,
          the Company, the Guarantor, the Trustee and any agent of the Company,
          the Guarantor 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, the
          Guarantor, the Trustee nor any such agent shall be affected by notice
          to the contrary.

          [If this Security is a Global Security, insert - This Security is a
          Global Security and is subject to the provisions of the Indenture
          relating to Global Securities, including the limitations in Section
          3.4 thereof on transfers and exchanges of Global Securities.]

          This Security and the Indenture shall be governed by and construed in
          accordance with the laws of the State of New York.

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

          Abbreviations

          The following abbreviations, when used in the inscription of the face
          of this Security, shall be construed as though they were written out
          in full according to applicable laws or regulations:

          TEN COM - as tenants in common
          TEN ENT - as tenants by the [   ] entireties
                                       ---
          JT TEN - as joint tenants with right of survivorship and not as
          tenants in common

          UNIF GIFT MIN ACT--                (Cust)
                              --------------
          Custodian               under Uniform(Minor)
                    -------------
          Gifts to Minors Act                  (State)
                              ----------------

          Additional abbreviations may also be used though not in the above
          list.

     2.12 Section 3.1.20 of the Original Indenture is hereby amended and
          restated as follows:

          the applicability of Article 13 with respect to the Securities of such
          series; and

     2.13 Section 3.1.21 is hereby added to the Indenture as follows:

          any other terms of the series (which terms shall not be inconsistent
          with the provisions of this Indenture, except as permitted by Section
          9.1.5).

     2.14 The penultimate paragraph of Section 3.1 is hereby amended and
          restated as follows:

          If any of the terms of the series are established by action taken
          pursuant to a Board Resolution, a copy of an appropriate record of
          such action shall be certified by the

                                       11

<PAGE>

          Secretary or an Assistant Secretary of such board and delivered to the
          Trustee at or prior to the delivery of the Officers' Certificate
          setting forth the terms of the series.

     2.15 The first paragraph of Section 3.3 is hereby amended and restated as
          follows:

          The Securities shall be executed on behalf of the Company by any two
          of its Directors or its attorneys in fact in accordance with its
          Bylaws. The Guaranty on the Securities shall be endorsed on behalf of
          the Guarantor by any two of its officers or its attorneys in fact in
          accordance with its Bylaws. The signature of any of these Directors or
          officers on the Securities or the Guaranty may be manual or facsimile.

     2.16 Section 3.4 of the Original Indenture is hereby amended and restated
          as follows:

          The Company shall cause to be kept at the Corporate Trust Office of
          the Trustee a register for each series of Securities (the registers
          maintained in such office and in any other office or agency of the
          Company in a Place of Payment being herein sometimes collectively
          referred to as the "Security Register") in which, subject to such
          reasonable regulations as it may prescribe, the Company shall provide
          for the registration of Securities and of transfers and exchanges of
          Securities. The Trustee is hereby appointed "Security Registrar" for
          the purpose of registering Securities and registering transfers and
          exchanges of Securities as herein provided; provided, however, that
          the Company may appoint co-Security Registrars. Such Security Register
          shall be in written form or in any other form capable of being
          converted into written form within a reasonable period of time. At all
          reasonable times the Security Register shall be open for inspection by
          the Company.

          Upon surrender for registration of transfer of any Security of any
          series at the office or agency of the Company maintained for such
          purpose, the Company shall execute and the Guarantor shall endorse,
          and the Trustee shall authenticate and deliver, in the name of the
          designated transferee, one or more new Securities of the same series
          of any authorized denomination or denominations of like tenor and
          aggregate principal amount.

          Notwithstanding any other provision of this Section, unless and until
          it is exchanged in whole or in part for the individual Securities
          represented thereby, a Global Security representing all or a portion
          of the Securities of a series may not be transferred except as a whole
          by the Depositary for such series to a nominee of such Depositary or
          by a nominee of such Depositary to such Depositary or another nominee
          of such Depositary or by such Depositary or any such nominee to a
          successor Depositary for such series or a nominee of such successor
          Depositary.

          At the option of the Holder and subject to the other provisions of
          this Section, Securities of any series (other than a Global Security,
          except as set forth below) may be exchanged for other Securities of
          the same series of any authorized denomination or denominations of
          like tenor and aggregate principal amount, upon surrender of the
          Securities to be exchanged at the office or agency of the Company
          maintained for such purpose.

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

                                       12

<PAGE>

          No service charge shall be made for any registration of transfer or
          exchange of Securities, but the Company or the Trustee may require
          payment of a sum sufficient to cover any tax or other governmental
          charge that may be imposed in connection with any registration of
          transfer or exchange of Securities, other than exchanges pursuant to
          Section 9.6 or 11.5 not involving any registration of transfer.

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

          If the Securities of any series (or of any series and specified tenor)
          are to be redeemed in part, the Company shall not be required (A) to
          issue, register the transfer of or exchange any Securities of that
          series (or of that series and specified tenor, as the case may be)
          during a period beginning at the opening of business 15 days before
          the day of the mailing of a notice of redemption of any such
          Securities selected for redemption under Section 11.2 and ending at
          the close of business on the day of such mailing, or (B) to register
          the transfer of or exchange any Security so selected for redemption in
          whole or in part, except the unredeemed portion of any Security being
          redeemed in part.

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

          The provisions of Clauses 3.4.1, 3.4.2, 3.4.3, 3.4.4 and 3.4.5 below
          shall apply only to Global Securities:

          3.4.1     Each Global Security authenticated under this Indenture
                    shall be registered in the name of the Depositary or a
                    nominee thereof and delivered to such Depositary or a
                    nominee thereof or custodian therefor, and each such Global
                    Security shall constitute a single Security for all purposes
                    of this Indenture.

          3.4.2     Notwithstanding any other provision in this Indenture or the
                    Securities, no Global Security of a series may be exchanged
                    in whole or in part for Securities registered, and no
                    transfer of a Global Security of a series in whole or in
                    part may be registered, in the name of any Person other than
                    the Depositary or a nominee thereof unless (A) the
                    Depositary for the Securities of a series notifies the
                    Company that it is unwilling or unable to continue as
                    Depositary for the Securities of such series or if at any
                    time the Depositary for the Securities of such series ceases
                    to be a clearing agency registered under the Exchange Act,
                    at a time when such Depositary is required to be so
                    registered in order to act as depositary, and in each case,
                    a successor Depositary for the Securities of such series is
                    not appointed by the Company within 90 days after the
                    Company receives such notice or becomes aware of such
                    ineligibility or (B) the Company in its sole discretion
                    determines that individual Securities of any series issued
                    in the form of one or more Global Securities shall no longer
                    be represented by such Global Security or Securities. In
                    such event the Company will execute and the Guarantor will
                    endorse, and the Trustee, upon receipt of a Company Order
                    for the authentication and delivery of individual Securities
                    of such series, will

                                       13

<PAGE>

                   authenticate and deliver, individual Securities of such
                   series in an aggregate principal amount equal to the
                   principal amount of the Global Security or Securities
                   representing Securities of such series in exchange for such
                   Global Security or Securities. Any Global Security exchanged
                   pursuant to Clause (A) above shall be so exchanged in whole
                   and not in part and any Global Security exchanged pursuant
                   to Clause (B) above may be exchanged in whole or from time
                   to time in part as directed by the Depositary. Any Security
                   issued in exchange for a Global Security or any portion
                   thereof shall be a Global Security, provided that any such
                   Security so issued that is registered in the name of a
                   Person other than the Depositary or a nominee thereof shall
                   not be a Global Security.

          3.4.3    In any exchange pursuant to Clause 3.4.2 above, the Company
                   will execute and the Guarantor will endorse and the Trustee
                   will authenticate and deliver individual Securities in
                   registered form in authorized denominations. Upon the
                   exchange of a Global Security for individual Securities, such
                   Global Security shall be canceled by the Trustee. Individual
                   Securities issued in exchange for a Global Security pursuant
                   to this Section shall be registered in such names and in such
                   authorized denominations as the Depositary for such Global
                   Security, pursuant to instructions from its direct or
                   indirect participants or otherwise, shall instruct the
                   Trustee. The Trustee shall deliver such Securities to the
                   Persons in whose names such Securities are so registered.

                   If specified by the Company pursuant to Section 3.4.2(B) with
                   respect to a series of Securities, the Depositary for such
                   series of Securities may surrender a Global Security for such
                   series of Securities in exchange in whole or in part for
                   individual Securities of such series on such terms as are
                   acceptable to the Company and such Depositary. Thereupon, the
                   Company shall execute, and the Guarantor shall endorse, and
                   the Trustee shall authenticate and deliver, without service
                   charge, (i) to each Person specified by such Depositary a new
                   individual Security or Securities of the same series, of any
                   authorized denomination as requested by such Person in
                   aggregate principal amount equal to and in exchange for such
                   Persons' beneficial interest in the Global Security; and (ii)
                   to such Depositary a new Global Security in a denomination
                   equal to the difference, if any, between the principal amount
                   of the surrendered Global Security and the aggregate
                   principal amount of individual Securities delivered to
                   Holders thereof.

          3.4.4    In the event of the occurrence of any of the events specified
                   in Clause 3.4.2 above, the Company will promptly make
                   available to the Trustee a reasonable supply of certificated
                   Securities in definitive, fully registered form, without
                   interest coupons.

          3.4.5    Neither any members of, or participants in, the Depositary
                   ("Agent Members") nor any other Persons on whose behalf Agent
                   Members may act (including Euroclear Bank S.A./N.V., as
                   operator of the Euroclear System ("Euroclear") and
                   Clearstream Banking, societe anonyme ("Clearstream,
                   Luxembourg") and account holders and participants therein)
                   shall have any rights under this Indenture with respect to
                   any Global Security, or under any Global Security, and the
                   Depositary or such nominee, as the case may be, may be
                   treated by the Company, the Trustee and any agent of the
                   Company or the Trustee as the absolute owner and holder of
                   such Global Security for all purposes whatsoever.

                                       14

<PAGE>

                   Notwithstanding the foregoing, nothing herein shall prevent
                   the Company, the Trustee or any agent of the Company or the
                   Trustee from giving effect to any written certification,
                   proxy or other authorization furnished by the Depositary or
                   such nominee, as the case may be, or impair, as between the
                   Depositary, its Agent Members and any other person on whose
                   behalf an Agent Member may act, the operation of customary
                   practices of such Persons governing the exercise of the
                   rights of a holder of any Security.

          3.4.6    None of the Company, the Guarantor, the Trustee or any agent
                   of the Company, the Guarantor or the Trustee shall have any
                   responsibility or liability for any aspect of the records
                   relating to or payments made on account of beneficial
                   ownership interests in a Global Security or for maintaining,
                   supervising or reviewing any records relating to such
                   beneficial ownership interests.

     2.17 Section 5.1 of the Original Indenture is hereby amended and restated
          as follows:

          "Event of Default", wherever used herein with respect to Securities of
          any series, means any one of the following events (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) shall have
          occurred and be continuing:

          5.1.1    a failure to pay any interest (or Additional Amounts, if any)
                   on any of the Securities of the series on the date when due
                   and such failure shall continue for a period of 30 days;

          5.1.2    a failure to pay any principal or premium, if any, (or
                   Additional Amounts, if any) on any of the Securities of the
                   series on the date when due;

          5.1.3    any default or event of default by the Company or the
                   Guarantor or any Significant Subsidiary occurring and
                   continuing under any agreement, instrument or other document
                   evidencing outstanding Indebtedness in excess of $50,000,000
                   in aggregate (or its equivalent in other currencies) and such
                   default or event of default results in the actual
                   acceleration of such Indebtedness;

          5.1.4    the Company or the Guarantor shall fail to perform or observe
                   any other covenant or agreement in respect of the Securities
                   of the series issued under this Indenture or in a
                   supplemental indenture (other than a covenant which has been
                   expressly included in this Indenture solely for the benefit
                   of series of Securities other than that series) and such
                   failure shall continue for a period of 60 days after there
                   has been given by registered or certified international air
                   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 such series, a written notice
                   specifying such default and requiring it to be remedied and
                   stating that such notice is a "Notice of Default;"

          5.1.5    the entry by a court having jurisdiction in the premises of
                   (A) a decree or order for relief in respect of the Company,
                   the Guarantor or any Significant Subsidiary in an involuntary
                   case or proceeding under any applicable bankruptcy,
                   insolvency, suspension of payments, reorganization or other
                   similar law, or (B) a decree or order adjudging the Company,
                   the Guarantor or any Significant

                                       15

<PAGE>

                   Subsidiary a bankrupt or insolvent, or suspending payments,
                   or approving as properly filed a petition seeking
                   reorganization, arrangement, adjustment or composition of or
                   in respect of the Company, the Guarantor or any Significant
                   Subsidiary under any applicable law, or appointing a
                   custodian, receiver, liquidator, assignee, trustee,
                   sequestrator or other similar official of the Company, the
                   Guarantor or any Significant Subsidiary or of any substantial
                   part of the property of the Company, the Guarantor or any
                   Significant Subsidiary, or ordering the winding up or
                   liquidation of the affairs of the Company, the Guarantor or
                   any Significant Subsidiary, and the continuance of any such
                   decree or order for relief or any such other decree or order
                   unstayed and in effect for a period of 60 consecutive days;
                   or

          5.1.6    the commencement by the Company, the Guarantor or any
                   Significant Subsidiary of a voluntary case or proceeding
                   under any applicable bankruptcy, insolvency, reorganization
                   or other similar law or of any other case or proceeding to be
                   adjudicated a bankrupt or insolvent, or the consent by the
                   Company, the Guarantor or any Significant Subsidiary to the
                   entry of a decree or order for relief in respect of the
                   Company, the Guarantor or any Significant Subsidiary in an
                   involuntary case or proceeding under any applicable
                   bankruptcy, insolvency, suspension of payments,
                   reorganization or other similar law or to the commencement of
                   any bankruptcy or insolvency case or proceeding against the
                   Company, the Guarantor or any Significant Subsidiary, or the
                   filing by the Company, the Guarantor, or any Significant
                   Subsidiary of a petition or answer or consent seeking
                   reorganization or relief under any applicable law or the
                   consent by the Company, the Guarantor or any Significant
                   Subsidiary to the filing of such petition or to the
                   appointment of or taking possession by a custodian, receiver,
                   liquidator, assignee, trustee, sequestrator or similar
                   official of the Company, the Guarantor or any Significant
                   Subsidiary or of any substantial part of the property of the
                   Company, the Guarantor or any Significant Subsidiary, or the
                   making by the Company, the Guarantor or any Significant
                   Subsidiary of an assignment for the benefit of creditors, or
                   the admission by the Company, the Guarantor or any
                   Significant Subsidiary in writing of its inability to pay its
                   debts generally as they become due or the taking of corporate
                   action by the Company, the Guarantor or any Significant
                   Subsidiary in furtherance of any such action (evidenced by
                   the adoption of a corporate resolution in favor of any such
                   actions or an action of any of the officers of the Company,
                   the Guarantor or such Significant Subsidiary that similarly
                   binds the Company, the Guarantor or such Significant
                   Subsidiary, as the case may be), or the general inability of
                   the Company, the Guarantor or any Significant Subsidiary to
                   make payment of their obligations as they come due.

     2.18 Section 5.2 of the Original Indenture is hereby amended and restated
          as follows:

          "Illegality Event", wherever used herein with respect to Securities of
          any series, means (whatever the reason for such Illegality Event 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) it becomes and continues to be unlawful for the
          Company or the Guarantor to perform or comply with any one or more of
          its obligations under any of the Securities of the series.

     2.19 Section 5.3 of the Original Indenture is hereby amended and restated
          as follows:

                                       16

<PAGE>

          If an Event of Default or Illegality Event with respect to any series
          of Securities (other than those Events of Default in Sections 5.1.5
          and 5.1.6 insofar as they relate to the Company and the Guarantor but
          not to a Significant Subsidiary of the Guarantor), occurs and is
          continuing, then and in every such case, including an Event of Default
          in Sections 5.1.5 and 5.1.6 relating to a Significant Subsidiary of
          the Guarantor, the Trustee shall, at the written request of the
          Holders of not less than 25% in principal amount of the Outstanding
          Securities of that series, by notice in writing to the Company,
          declare the principal of all the Securities of that series to be due
          and payable immediately, and upon any such declaration such principal
          and any accrued interest and any unpaid Additional Amounts thereon
          shall become immediately due and payable. If an Event of Default
          specified in Sections 5.1.5 and 5.1.6 occurs and is continuing with
          respect to the Company or the Guarantor (but not a Significant
          Subsidiary of the Guarantor), the principal and any accrued interest,
          together with any Additional Amounts thereon, on all of the Securities
          of that series then Outstanding shall automatically, and without any
          declaration or other action on the part of the Trustee or any Holder,
          become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
          Securities of any series at the time Outstanding 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 principal amount of the Outstanding
          Securities of that series, by written notice to the Company and the
          Trustee, may rescind and annul such declaration and its consequences
          if

          5.3.1 the Company has paid or deposited with the Trustee a sum
                sufficient to pay

                (i)   all overdue interest and any Additional Amounts thereon on
                      all of the Securities of that series,

                (ii)  the principal of any Securities of that series which have
                      become due otherwise than by such declaration of
                      acceleration,

                (iii) to the extent that payment of such interest is lawful,
                      interest upon overdue interest at the rate borne by (or
                      prescribed therefor in) the Securities of that series, and

                (iv)  all sums paid or advanced by the Trustee hereunder and all
                      amounts owing the Trustee under Section 6.7;

          and

          5.3.2 all Events of Default or Illegality Events with respect to such
                series of Securities, other than the non-payment of the
                principal of Securities which have become due solely by such
                declaration of acceleration, have been cured or waived as
                provided in Section 5.14.

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

     2.20 Section 5.14 of the Original Indenture is hereby amended and restated
          as follows:

                                       17

<PAGE>

          Subject to Section 5.3, the Holders of not less than a majority in
          principal amount of the Outstanding Securities of any series may on
          behalf of the Holders of all the Securities of such series waive any
          past Event of Default or Illegality Event hereunder with respect to
          such series and its consequences, except a default

          5.14.1   in the payment of the principal of or any premium or interest
                   on any Security of such series, or

          5.14.2   in respect of a covenant or provision hereof which under
                   Article Nine cannot be modified or amended without the
                   consent of the Holder of each Outstanding Security of such
                   series affected.

          Upon any such waiver, such default or Illegality Event shall cease to
          exist, and any Event of Default or Illegality Event arising therefrom
          shall be deemed to have been cured, for every purpose of this
          Indenture; but no such waiver shall extend to any subsequent or other
          default or Illegality Event or impair any right consequent thereon.

     2.21 Section 6.1 of the Original Indenture is hereby amended and restated
          as follows:

          The duties and responsibilities of the Trustee shall be as provided by
          the Trust Indenture Act. Notwithstanding the foregoing, 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. 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.

     2.22 Section 6.3.2 of the Original Indenture is hereby amended and restated
          as follows:

          any request or direction of the Company mentioned herein shall be
          sufficiently evidenced by a Company Request or Company Order and any
          resolution of the Board of Directors may be sufficiently evidenced by
          a Board Resolution. Any request or direction of the Guarantor
          mentioned herein shall be sufficiently evidenced by a written request
          or direction signed on behalf of the Guarantor by any two of its
          officers or its attorneys in fact in accordance with its Bylaws;

     2.23 Section 6.3.8 of the Original Indenture is hereby amended and restated
          as follows:

          the Trustee shall not be deemed to have notice of any default or Event
          of Default or Illegality Event 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, Event of Default or Illegality
          Event is received by the Trustee at the Corporate Trust Office of the
          Trustee from the Company, the Guarantor or any Holder, and such notice
          references the Securities and this Indenture;

     2.24 Section 6.7 of the Original Indenture is hereby amended and restated
          as follows:

          6.7.1    The Company and the Guarantor, jointly and severally, agree
                   to pay to the Trustee from time to time such compensation as
                   shall be agreed in writing

                                       18

<PAGE>
                   between the parties for all services rendered by it hereunder
                   (which compensation shall not be limited by any provision of
                   law in regard to the compensation of a trustee of an express
                   trust).

          6.7.2    The Company and the Guarantor,jointly and severally, agree,
                   except as otherwise expressly provided herein, to reimburse
                   the Trustee upon its request for all reasonable and itemized
                   expenses, disbursements and advances incurred or made by the
                   Trustee in accordance with any provision of this Indenture
                   (including the reasonable compensation and the expenses and
                   disbursements of its agents and counsel), except any such
                   expense, disbursement or advance as may be attributable to
                   its negligence or willful misconduct.

          6.7.3    The Guarantor agrees to fully indemnify each of the Trustee
                   and any predecessor Trustee for, and to hold it harmless
                   against, any and all losses, liabilities, damages, claims or
                   expenses incurred without negligence or willful misconduct on
                   its part, arising out of or in connection with the acceptance
                   or administration of the trust or trusts hereunder, including
                   the costs and expenses of defending itself against any claim
                   (whether asserted by the Company, a Holder or any other
                   Person) or liability in connection with the exercise or
                   performance of any of its powers or duties hereunder.

          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 and documented 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.

          As security for the performance of the obligations of the Company and
          the Guarantor under this Section, the Trustee shall have a claim prior
          to the Securities upon all property and funds held or collected by the
          Trustee as such, except funds held in trust for the payment of
          principal of (premium, if any) or interest on such Securities.

          The provisions of this Section shall survive the resignation or
          removal of the Trustee and the satisfaction and discharge of this
          Indenture.

     2.25 Section 7.3 of the Original Indenture is hereby amended and restated
          as follows:

          The Trustee shall transmit to Holders such reports concerning the
          Trustee and its actions under this Indenture as may be required
          pursuant to the Trust Indenture Act at the times and in the manner
          provided pursuant thereto. If required by Section 313(a) of the Trust
          Indenture Act, the Trustee shall, within sixty days after each May
          15th following the date of this Indenture deliver to Holders a brief
          report, dated as of such May 15th, which complies with the provisions
          of such Section 313(a).

          A copy of each such report shall, at the time of such transmission to
          Holders, be filed by the Trustee with each stock exchange upon which
          any Securities are listed, with the Commission (unless at the time no
          Outstanding Securities have been registered with the Commission
          pursuant to the Securities Act) and with the Company. The Company will
          promptly notify the Trustee in writing when any Securities are listed
          on any stock exchange.

                                       19

<PAGE>

     2.26 Section 8.1.3 of the Original Indenture is hereby amended and restated
          as follows:

          the Company and the Guarantor have delivered to the Trustee (a) a
          certificate signed by two executive officers of the Company and two
          executive officers of the Guarantor stating that such consolidation,
          merger, conveyance or transfer complies with this Article and that all
          conditions precedent herein provided, which relate to such
          transaction, have been complied with and (b) an Opinion of Counsel of
          recognized standing stating that such consolidation, merger,
          conveyance or transfer complies with this Article and that all
          conditions herein provided, which relate to such transaction, have
          been complied with; and

     2.27 Section 10.7.1(v) of the Original Indenture is hereby amended and
          restated as follows:

          where such withholding or deduction is imposed on a payment to an
          individual and is required to be made pursuant to any European Union
          Directive on the taxation of savings implementing the conclusions of
          the ECOFIN Council meeting of November 26-27, 2000 or any law
          implementing or complying with, or introduced in order to conform to,
          such directive; or

     2.28 Section 11.5 of the Original Indenture is hereby amended and restated
          as follows:

          Any Security of a series which is to be redeemed only in part shall be
          surrendered at a Place of Payment therefor (with, if the Company or
          the Trustee so requires, 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), and the Company shall execute, and the Trustee shall
          authenticate and deliver to the Holder of such Security without
          service charge, a new Security or Securities of the same series and of
          like tenor, of any authorized denomination as requested by such
          Holder, in aggregate principal amount equal to and in exchange for the
          unredeemed portion of the principal of the Security so surrendered.

          If less than all the Securities of any series are to be redeemed
          (unless all of the Securities of such series and of a specified tenor
          are to be redeemed or unless such redemption affects only a single
          Security), the particular Securities to be redeemed shall be selected
          less than 61 days prior to the Redemption Date by the Trustee, from
          the Outstanding Securities of such series not previously called for
          redemption, by lot or, in the Trustee's discretion, on a pro rata
          basis, provided that the unredeemed portion of the principal amount of
          any Security shall be in an authorized denomination which shall not be
          less than the minimum authorized denomination for such Security. If
          less than all of the Securities of such series and of a specified
          tenor are to be redeemed (unless such redemption affects only a single
          Security), the particular Securities to be redeemed shall be selected
          less than 30 days prior to the Redemption Date by the Trustee, from
          the Outstanding Securities of such series and specified tenor not
          previously called for redemption in accordance with the preceding
          sentence, and the Trustee shall promptly notify the Company in writing
          of the Securities selected for redemption and, in the case of any
          Securities selected for partial redemption, the principal amounts
          thereof to be redeemed.

          The provisions of the preceding paragraph shall not apply with respect
          to any redemption affecting only a single Security, whether such
          Security is to be redeemed in whole or in part. In the case of any
          such redemption in part, the unredeemed portion of the principal

                                       20

<PAGE>
          amount of the Security shall be in an authorized denomination (which
          shall not be less than the minimum authorized denomination) for such
          Security.

          For all 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.

     2.29 Article 13 is hereby added to the Indenture as follows:

13   DEFEASANCE AND COVENANT DEFEASANCE

     13.1 Company's Option to Effect Defeasance or Covenant Defeasance

          The Company may elect, at its option at any time, to have Section 13.2
          or Section 13.3 applied to any Securities or any series of Securities
          designated pursuant to Section 3.1 as being defeasible pursuant to
          such Section 13.2 or 13.3, in accordance with any applicable
          requirements provided pursuant to Section 3.1 and upon compliance with
          the conditions set forth below in this Article. Any such election
          shall be evidenced by a Board Resolution or in another manner
          specified as contemplated by Section 3.1 for such Securities.

     13.2 Defeasance and Discharge

          Upon the Company's exercise of its option to have this Section applied
          to any Securities or any series of Securities, as the case may be, the
          Company and the Guarantor shall each be deemed to have been discharged
          from their respective obligations with respect to such Securities or
          series of Securities as provided in this Section on and after the date
          the conditions set forth in Section 13.4 are satisfied (hereinafter
          called "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 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 execute proper instruments acknowledging the same),
          subject to 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 fund described in Section
          13.4 and as more fully set forth in such Section, payments in respect
          of the principal of and any premium and interest on such Securities
          when payments are due, (ii) the respective obligations of the Company
          and the Guarantor with respect to such Securities under Sections 3.4,
          3.5, 10.2 and 10.3, (iii) the rights, powers, trusts, duties and
          immunities of the Trustee hereunder and (iv) the provisions set forth
          in this Article Thirteen. Subject to compliance with this Article, the
          Company may exercise its option to have this Section 13.2 applied to
          any Securities notwithstanding the prior exercise of its option to
          have Section 13.3 applied to such Securities.

     13.3 Covenant Defeasance

          Upon the Company's exercise of its option to have this Section applied
          to any Securities or any series of Securities, as the case maybe, (i)
          the Company and the Guarantor shall each be released from any
          covenants provided pursuant to Section 3.1.17, 9.1.2 or 9.1.8 for the
          benefit of the Holders of such Securities, and (ii) the occurrence of
          any event
                                       21

<PAGE>
                   specified in Section 5.1.4 shall be deemed not to be or
                   result in an Event of Default, in each case with respect to
                   such Securities as provided in this Section on and after the
                   date the conditions set forth in Section 13.4 are satisfied
                   (hereinafter called "Covenant Defeasance"). For this purpose,
                   such Covenant Defeasance means that, with respect to such
                   Securities, the Company and the Guarantor may omit to comply
                   with and shall have no liability in respect of any term,
                   condition or limitation set forth in any such specified
                   Section (to the extent so specified in the case of Section
                   5.1.4), whether directly or indirectly by reason of any
                   reference elsewhere herein to any such Section or by reason
                   of any reference in any such Section to any other provision
                   herein or in any other document, but the remainder of this
                   Indenture and such Securities shall be unaffected thereby.

     13.4 Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to the application of Section
          13.2 or Section 13.3 to any Securities or any series of Securities, as
          the case may be:

          13.4.1   The Company shall irrevocably have deposited or caused to be
                   deposited with the Trustee as trust funds in trust for the
                   purpose of making the following payments, specifically
                   pledged as security for, and dedicated solely to, the benefit
                   of the Holders of such Securities, (i) money in an amount, or
                   (ii) U.S. Government Obligations which through the scheduled
                   payment of principal and interest in respect thereof in
                   accordance with their terms will provide, not later than one
                   day before the due date of any payment, money in an amount,
                   or (iii) a combination thereof, in each case sufficient, in
                   the opinion of a nationally recognized firm of independent
                   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,
                   the principal of and any premium, interest and Additional
                   Amounts on such Securities on the respective Stated
                   Maturities, in accordance with the terms of this Indenture
                   and such Securities. As used herein, "U.S. Government
                   Obligation" means (x) any security which is (A) a direct
                   obligation of the United States of America for the payment of
                   which the full faith and credit of the United States of
                   America is pledged or (B) an obligation of a Person
                   controlled or supervised by and acting as any agency or
                   instrumentality of the United States of America the payment
                   of which is unconditionally guaranteed as a full faith and
                   credit obligation by the United States of America, which, in
                   either case (A) or (B), is not callable or redeemable at the
                   option of the issuer thereof, and (y) any depositary receipt
                   issued by a bank (as defined in Section 3(a)(2) of the
                   Securities Act) as custodian with respect to any U.S.
                   Government Obligation which is specified in Clause (x) above
                   and held by such bank for the account of the holder of such
                   depositary receipt, or with respect to any specific payment
                   of principal of or interest on any U.S. Government Obligation
                   which is so specified and held, 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 U.S. Government Obligation or the specific
                   payment of principle or interest evidenced by such depositary
                   receipt.

          13.4.2   In the event of any election to have Section 13.2 apply to
                   any Securities or any series of Securities, as the case may
                   be, the Company shall have delivered to the Trustee an
                   Opinion of Counsel stating that (i) the Company has received
                   from, or

                                       22

<PAGE>
                   there has been published by, the Internal Revenue Service a
                   ruling or (ii) since the date of this instrument, there has
                   been a change in the applicable U.S. Federal income tax law,
                   in either case (i) or (ii) to the effect that, and based
                   thereon such opinion shall confirm that, the Holders of such
                   Securities will not recognize gain or loss for U.S. Federal
                   income tax purposes as a result of the deposit, Defeasance
                   and discharge to be effected with respect to such Securities
                   and will be subject to Federal income tax on the same amount,
                   in the same manner and at the same times as would be the case
                   if such deposit, Defeasance and discharge were not to occur.

          13.4.3   In the event of an election to have Section 13.3 apply to any
                   Securities or any series of Securities, as the case may be,
                   the Company shall have delivered to the Trustee an Opinion
                   of Counsel to the effect that the Holders of such Securities
                   will not recognize gain or loss for Federal income tax
                   purposes as a result of the deposit and Covenant Defeasance
                   to the effected with respect to such Security and will be
                   subject to Federal income tax on the same amount, in the
                   same manner and at the same times as would be the case if
                   such deposit and Covenant Defeasance were not to occur.

          13.4.4   No event which is, or after notice or lapse of time both
                   would become, an Event of Default with respect to such
                   Securities or any other Securities shall have occurred and be
                   continuing at the time of such deposit or, with regard to any
                   such event specified in Sections 5.1.5 and 5.1.6, at any time
                   on or prior to the day which is 90 days after the date of
                   such deposit (it being understood that this condition shall
                   not be deemed satisfied until after such day which is 90 days
                   after the date of such deposit).

          13.4.5   Such Defeasance or Covenant Defeasance shall not cause the
                   Trustee to have a conflicting interest within the meaning of
                   the Trust Indenture Act (assuming all Securities are in
                   default within the meaning of such Act).

          13.4.6   Such Defeasance or Covenant Defeasance shall not result in a
                   breach or violation of, or constitute a default under, any
                   other agreement or instrument to which the Company or the
                   Guarantor is a party or by which either is bound.

          13.4.7   Such Defeasance or Covenant Defeasance shall not result in
                   the trust arising from such deposit constituting an
                   investment company within the meaning of the Investment
                   Company Act unless such trust shall be registered under such
                   Act or exempt from registration thereunder.

          13.4.8   The Company shall have delivered to the Trustee an Officers'
                   Certificate and an Opinion of Counsel, each stating that all
                   conditions precedent with respect to such Defeasance or
                   Covenant Defeasance have been complied with.

     13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust;
          Miscellaneous Provisions.

          Subject to the provisions of the last paragraph of Section 10.3, all
          money and U.S. Government Obligations (including the proceeds thereof)
          deposited with the Trustee pursuant to Section 13.4 in respect of any
          Securities shall be held in trust and applied by the Trustee, in
          accordance with the provisions of such Securities and this Indenture,
          to the
                                       23

<PAGE>
          payment, either directly or through any such 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 and any premium and
          interest, but money so held in trust need not be segregated from other
          funds except to the extent required by law.

          The Company and the Guarantor shall pay and indemnify the Trustee
          against any tax, fee or other charge imposed on or assessed against
          the U.S. Government Obligations deposited pursuant to Section 13.4, 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.

          Anything in this Article to the contrary notwithstanding, the Trustee
          shall deliver or pay to the Company from time to time upon Order any
          money or U.S. Government Obligations held by it as provided in Section
          13.4 with respect to any Securities which, in the opinion of a
          nationally recognized firm of independent public accountants expressed
          in a written certification thereof delivered to the Trustee, are in
          excess of the amount thereof which would then be required to be
          deposited to effect the Defeasance or Covenant Defeasance, as the case
          may be, with respect to such Securities.

     13.6 Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
          accordance with this Article with respect to any Securities by reason
          of any order of judgment of any court or governmental authority
          enjoining, restraining or otherwise prohibiting such application, then
          the obligations under this Indenture and such Securities from which
          the Company and the Guarantor have been discharged or released
          pursuant to Section 13.2 or 13.3 shall be revived and reinstated as
          though no deposit had occurred pursuant to this Article with respect
          to such Securities in accordance with this Article; provided, however,
          that if the Company or the Guarantor make any payment of principal of
          or any premium or interest on any such Security following such
          reinstatement of its obligations, the Company or the Guarantor (as the
          case may be) shall be subrogated to the rights (if any) of the Holders
          of such Securities to receive such payment from the money so held in
          trust.

3    Miscellaneous Provisions

     3.1  Separability of Invalid Provisions

          In case any one or more of the provisions contained in this Third
          Supplemental Indenture should be invalid, illegal or unenforceable in
          any respect, such invalidity, illegality or unenforceability shall not
          affect any other provisions contained in this Third Supplemental
          Indenture, and to the extent and only to the extent that any such
          provision is invalid, illegal or unenforceable, this Third
          Supplemental Indenture shall be construed as if such provision had
          never been contained herein.

     3.2  Execution in Counterparts

          This Third Supplemental Indenture may be simultaneously executed and
          delivered in any number of counterparts, each of which when so
          executed and delivered shall be deemed to be an original, and such
          counterparts shall together constitute but one and the same
          instrument.

                                       24

<PAGE>

3.3  Applicability

     The provisions of this Third Supplemental Indenture shall apply only to
     Securities issued after the date of this Third Supplemental Indenture.
     Nothing in this Third Supplemental Indenture shall modify the rights of the
     Holders of any Securities issued on or prior to the date of this Third
     Supplemental Indenture.


4    The Trustee

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

                                       25

<PAGE>

In Witness Whereof, the parties hereto have caused this Third Supplemental
Indenture to be duly executed on their respective behalves, all as of the day
and year first written above.

Executed as a DEED by
VALE OVERSEAS LIMITED,
the Company


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


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


COMPANHIA VALE DO RIO DOCE,
as Guarantor


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


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


JPMORGAN CHASE BANK,
as Trustee


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

                                       26