<PAGE>
                                                                     EXHIBIT 4.1

                               Dated as of    , 2003
                                           ---

                           COMPANHIA VALE DO RIO DOCE,
                                    as Issuer

                                       and

                              JPMORGAN CHASE BANK,
                                   as Trustee

                                    INDENTURE

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                                TABLE OF CONTENTS

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<S>                                                                                       <C>
1    Definitions and Other Provisions of General Application...............................2
     1.1     Definitions...................................................................2
     1.2     Compliance Certificates and Opinions.........................................10
     1.3     Form of Documents Delivered to Trustee.......................................10
     1.4     Acts of Holders; Record Dates................................................11
     1.5     Notices, Etc., to Trustee and Company........................................13
     1.6     Notice to Holders; Waiver....................................................14
     1.7     Conflict with Trust Indenture Act............................................14
     1.8     Effect of Headings and Table of Contents.....................................14
     1.9     Successors and Assigns.......................................................14
     1.10    Separability Clause..........................................................14
     1.11    Benefits of Indenture........................................................15
     1.12    Governing Law................................................................15
     1.13    Legal Holidays...............................................................15
     1.14    Consent to Service; Jurisdiction.............................................15
     1.15    Language of Notices, Etc.....................................................16

2    Security Forms.......................................................................16
     2.1     Forms Generally..............................................................16
     2.2     Form of Face of Security.....................................................16
     2.3     Form of Reverse of Security..................................................18
     2.4     Form of Trustee's Certificate of Authentication..............................24

3    The Securities.......................................................................25
     3.1     Amount Unlimited; Issuable in Series.........................................25
     3.2     Denominations................................................................27
     3.3     Execution, Authentication, Delivery and Dating...............................27
     3.4     Registration, Registration of Transfer and Exchange..........................28
     3.5     Mutilated, Destroyed, Lost and Stolen Securities.............................32
     3.6     Payment of Interest; Interest Rights Preserved...............................32
     3.7     Persons Deemed Owners........................................................34
     3.8     Cancellation.................................................................34
     3.9     Computation of Interest......................................................34
     3.10    CUSIP or "ISIN" Numbers......................................................34

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<TABLE>
<S>                                                                                       <C>
4    Satisfaction And Discharge...........................................................34
     4.1     Satisfaction and Discharge of Indenture......................................34
     4.2     Application of Trust Money...................................................36

5    Remedies.............................................................................36
     5.1     Events of Default............................................................36
     5.2     Illegality Events............................................................37
     5.3     Acceleration of Maturity; Rescission and Annulment...........................38
     5.4     Collection of Indebtedness and Suits for Enforcement by Trustee..............39
     5.5     Trustee May File Proofs of Claim.............................................39
     5.6     Trustee May Enforce Claims Without Possession of Securities..................40
     5.7     Application of Money Collected...............................................40
     5.8     Limitation on Suits..........................................................40
     5.9     Unconditional Right of Holders to Receive Principal, Premium and Interest....41
     5.10    Restoration of Rights and Remedies...........................................41
     5.11    Rights and Remedies Cumulative...............................................41
     5.12    Delay or Omission Not Waiver.................................................41
     5.13    Control by Holders...........................................................42
     5.14    Waiver of Past Defaults......................................................42
     5.15    Undertaking for Costs........................................................42
     5.16    Waiver of Usury, Stay or Extension Laws......................................42

6    The Trustee..........................................................................43
     6.1     Certain Duties and Responsibilities..........................................43
     6.2     Notice of Default; Potential Default.........................................43
     6.3     Certain Rights of Trustee....................................................43
     6.4     Not Responsible for Recitals or Issuance of Securities.......................45
     6.5     May Hold Securities..........................................................45
     6.6     Money Held in Trust..........................................................45
     6.7     Compensation and Reimbursement...............................................45
     6.8     Conflicting Interests........................................................46
     6.9     Corporate Trustee Required; Eligibility......................................46
     6.10    Resignation and Removal; Appointment of Successor............................46
     6.11    Acceptance of Appointment by Successor.......................................48
     6.12    Merger, Conversion, Consolidation or Succession to Business..................49
     6.13    Preferential Collection of Claims Against Company............................49
     6.14    Appointment of Authenticating Agent..........................................49

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                                      ii

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<TABLE>
<S>                                                                                       <C>
     6.15    Appointment of Luxembourg Transfer Agent.....................................51
     6.16    Trustee's Application for Instructions from the Company......................51

7    Holders' Lists and Reports by Trustee and Company....................................51
     7.1     Company to Furnish Trustee Names and Addresses of Holders....................51
     7.2     Preservation of Information; Communications to Holders.......................51
     7.3     Reports by Trustee...........................................................52

8    Consolidation, Merger, Conveyance, Transfer or Lease.................................52
     8.1     Company May Consolidate, Etc. Only on Certain Terms..........................52
     8.2     Successor Substituted........................................................53
     8.3     Right to Redemption..........................................................53

9    Supplemental Indentures..............................................................53
     9.1     Supplemental Indentures without Consent of Holders...........................53
     9.2     Supplemental Indentures or Waiver with Consent of Holders....................54
     9.3     Execution of Supplemental Indentures.........................................56
     9.4     Effect of Supplemental Indentures............................................56
     9.5     Conformity with Trust Indenture Act..........................................56
     9.6     Reference in Securities to Supplemental Indentures...........................56
     9.7     Effect of Waiver.............................................................56
     9.8     Notice to Luxembourg Stock Exchange..........................................56

10   Covenants............................................................................57
     10.1    Payment of Principal, Premium and Interest...................................57
     10.2    Maintenance of Office or Agency..............................................57
     10.3    Money for Security Payments To Be Held in Trust..............................57
     10.4    Statement by Officers as to Default..........................................58
     10.5    Reports by Company...........................................................59
     10.6    Limitation on Liens..........................................................59
     10.7    Payment of Additional Amounts................................................60
     10.8    Indemnification of Judgment Currency.........................................63
     10.9    Further Acts; Protection of Collateral.......................................63
     10.10   Notice of Late Payment.......................................................64
     10.11   Securities held by the Company...............................................64
     10.12   Securities Issued or Outstanding.............................................64
     10.13   Status of Securities.........................................................64
     10.14   Maintenance of Good Standing.................................................64
     10.15   Maintenance of Properties....................................................64

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                                      iii

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<S>                                                                                       <C>
     10.16   Payment of Taxes.............................................................65

11   Redemption of Securities.............................................................65
     11.1    Right of Redemption..........................................................65
     11.2    Notice of Redemption.........................................................66
     11.3    Deposit of Redemption Price..................................................66
     11.4    Securities Payable on Redemption Date........................................67
     11.5    Securities Redeemed in Part..................................................67

12   DEFEASANCE AND COVENANT DEFEASANCE...................................................68
     12.1    Company's Option to Effect Defeasance or Covenant Defeasance.................68
     12.2    Defeasance and Discharge.....................................................68
     12.3    Covenant Defeasance..........................................................69
     12.4    Conditions to Defeasance or Covenant Defeasance..............................69
     12.5    Deposited Money and U.S. Government Obligations to Be Held in Trust;
                Miscellaneous Provisions..................................................71
     12.6    Reinstatement................................................................71

Note: This table of contents shall not, for any purpose, be deemed to be a part
of this Indenture.

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                                       iv

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Indenture, dated as of       , 2003 among COMPANHIA VALE DO RIO DOCE, a company
                       ------
organized under the laws of the Federative Republic of Brazil (herein called the
"Company"), having its principal office at Avenida Graca Aranha, No. 26, 17
Andar, 20030-900 Rio de Janeiro, RJ, Brazil, and JPMORGAN CHASE BANK, a bank
duly organized and existing under the laws of New York, as Trustee (herein
called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debt securities (herein called
collectively the "Securities"), to be issued in one or more tranches of one or
more series as in this Indenture provided. All things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.

Now, Therefore, This Indenture Witnesseth:

It is hereby covenanted and agreed that the terms and conditions upon which the
Securities are issued, authenticated, delivered and accepted by all Persons (as
defined below) who shall from time to time be or become the Holders thereof, and
the terms and conditions upon which any property herein mortgaged and pledged is
to be held and disposed of, which said terms and conditions the Trustee hereby
accepts and agrees to discharge pursuant to the terms hereof, are as follows:

1    Definitions and Other Provisions of General Application

     1.1  Definitions

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

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

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

          1.1.3   all accounting terms not otherwise defined herein have the
                  meanings assigned to them in accordance with generally
                  accepted accounting principles in the United States, and,
                  except as otherwise herein expressly provided, the term
                  "generally accepted accounting principles" with respect to any
                  computation required or permitted hereunder shall mean such
                  accounting principles as are generally accepted in the United
                  States at the date of such computation;

          1.1.4   unless the context otherwise requires, any reference to an
                  "Article" or a "Section" refers to an Article or Section, as
                  the case may be, of this Indenture;

          1.1.5   unless the context otherwise requires, any reference to a
                  statute, rule or regulation refers to the same (including any
                  successor statute, rule or regulation thereto) as it may be
                  amended from time to time; and

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

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                                      2

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          "Act", when used with respect to any Holder, has the meaning specified
          in Section 1.4.

          "Additional Amounts" has the meaning specified in Section 10.7.

          "Affiliate" of any specified Person means (i) any other Person who
          directly or indirectly, through one or more intermediaries, controls
          or is controlled by, or is under common control with such specified
          Person or (ii) for the purposes of the definition of Indebtedness, any
          other Person in which such specified Person has a 20% or more holding
          of voting shares. For the purposes of this definition, "control" when
          used with respect to any specified Person means the power to direct
          the management and policies of such Person, directly or indirectly,
          whether through the ownership of voting securities, by contract or
          otherwise; and the terms "controlling" and "controlled" have meanings
          correlative to the foregoing.

          "Agent Members" has the meaning specified in Section 3.4.5.

          "Applicable Procedures" of the Depositary means, with respect to any
          matter at any time, the policies and procedures of the Depositary, if
          any, that are applicable to such matter at such time.

          "Authenticating Agent" means any Person authorized by the Trustee
          pursuant to Section 6.14 to act on behalf of the Trustee to
          authenticate Securities of one or more series.

          "Board of Directors" means either the board of directors of the
          Company or any committee of that board duly authorized to act for it
          in respect hereof.

          "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, 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.

          "Brazil" means the Federative Republic of Brazil.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
          Friday which is not a day on which banking institutions in The City of
          New York or the City of Rio de Janeiro are authorized or obligated by
          law or executive order to close.

          "Clearstream, Luxembourg" has the meaning specified in Section 3.4.5.

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

          "Company" means the Person named as the "Company" in the first
          paragraph of this instrument until a successor Person shall have
          become such pursuant to the applicable provisions of this Indenture,
          and thereafter "Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
          signed on

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                                       3

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          behalf of the Company by any two of its Directors or its attorneys in
          fact in accordance with its Bylaws and delivered to the Trustee.

          "Consolidated Net Tangible Assets" means total assets (stated net of
          applicable reserves and other properly deductible items, to the extent
          not already deducted in the computation of total assets) after
          deducting therefrom (i) all current liabilities and (ii) all goodwill,
          trade names, trademarks, patents and other like intangible assets,
          each as set forth on the most recent balance sheet of the Company and
          its consolidated Subsidiaries and computed in accordance with U.S.
          generally accepted accounting principles.

          "Corporate Trust Office" means the office of the Trustee at which at
          any particular time its corporate trust business shall be principally
          administered which office as of the date hereof is located at 450 West
          33rd Street, New York, New York 10001, Attention: Institutional Trust
          Services.

          "Corporation" means a corporation, association, company, limited
          liability company, joint-stock company or business trust.

          "Defaulted Interest" has the meaning specified in Section 3.6.

          "Default Rate of Interest" means the rate of interest otherwise
          payable on the principal of the Securities plus 1% per annum.

          "Depositary" means The Depository Trust Company until a successor
          Depositary shall have become such pursuant to the applicable
          provisions of this Indenture, and thereafter "Depositary" shall mean
          such successor Depositary.

          "Dollar" and "$" mean a U.S. Dollar or other equivalent unit in such
          coin or currency of the United States as at the time shall be legal
          tender for the payment of public and private debts.

          "Euroclear" has the meaning specified in Section 3.4.5.

          "Event of Default" has the meaning specified in Section 5.1.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934 and any
          successor statute thereto.

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

          "Expiration Date" has the meaning specified in Section 1.4.7.

          "Foreign Taxes" has the meaning specified in Section 10.7.

          "Global Security" means a Security that evidences all or part of the
          Securities of any series and is authenticated and delivered to, and
          registered in the name of, the Depositary for such Securities or a
          nominee thereof.

          "Holder" means, with respect to any Security, a Person in whose name
          such Security is registered in the Security Register.

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                                       4

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          "Illegality Event" has the meaning specified in Section 5.2.

          "Indebtedness" means with respect to any Person, any amount payable
          (whether as a direct obligation or indirectly through a guarantee 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 Company 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 Company in connection
          with such Indebtedness, provided that such payment made by the Company
          is made within five Business Days of notice being provided to the
          Company that payment is due under such guarantee or similar
          instrument.

          "Indenture" means this instrument as originally executed or as it may
          from time to time be supplemented or amended by one or more indentures
          supplemental hereto entered into pursuant to the applicable provisions
          hereof, including, for all purposes of this instrument and any such
          supplemental indenture, the provisions of the Trust Indenture Act that
          are deemed to be a part of and govern this instrument and any such
          supplemental indenture, respectively. The term "Indenture" shall also
          include the terms of particular series of Securities established as
          contemplated by Section 3.1.

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

          "Judgment Currency" has the meaning specified in Section 10.8.

          "Lien" means any mortgage, charge, pledge, lien, hypothecation,
          security interest or other encumbrance, including, without limitation,
          any equivalent of the foregoing created under the laws of Brazil or
          any other jurisdiction.

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

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

          "Notice of Default" means a written notice of the kind specified in
          Section 6.2.

          "Officers' Certificate" means a certificate signed in the name of the
          Company 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 by any two of the
          Company's principal executive, financial or accounting officers.

          "Opinion of Counsel" means a written opinion of counsel, who may be
          counsel for the Company, and who shall be reasonably acceptable to the
          Trustee.

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                                       5

<PAGE>

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

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

          (ii) Securities for whose payment, redemption or repurchase money in
               the necessary amount has been theretofore deposited with the
               Trustee or any Paying Agent (other than the Company) in trust or
               set aside and segregated in trust by the Company (if the Company
               shall act as its own Paying Agent) for the Holders of such
               Securities; provided that, if such Securities are to be redeemed,
               notice of such redemption shall have been duly given pursuant to
               this Indenture or provision therefor satisfactory to the Trustee
               shall have been made; and

          (iii) Securities which have been paid pursuant to Section 3.5 or in
               exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture, other
               than any such Securities in respect of which there shall have
               been presented to the Trustee proof satisfactory to it that such
               Securities are held by a protected purchaser in whose hands such
               Securities are valid obligations of the Company;

          provided, however, that in determining whether the Holders of the
          requisite principal amount of the Outstanding Securities have given,
          made or taken any request, demand, authorization, direction, notice,
          consent, waiver or other action hereunder as of any date, (A) the
          principal amount of a Security denominated in one or more foreign
          currencies or currency units which shall be deemed to be Outstanding
          shall be the Dollar equivalent, determined as of such date in the
          manner provided as contemplated by Section 3.1.11, of the principal
          amount of such Security, and (B) Securities owned by the Company or
          any other obligor upon the Securities or any Affiliate of the Company
          or of such other obligor shall be disregarded and deemed not to be
          Outstanding, except that, in determining whether the Trustee shall be
          protected in relying upon any such request, demand, authorization,
          direction, notice, consent, waiver or other action, only Securities
          which a Responsible Officer of the Trustee actually knows to be so
          owned shall be so disregarded. Securities so owned which have been
          pledged in good faith may be regarded as Outstanding if the pledgee
          establishes to the satisfaction of the Trustee the pledgee's right so
          to act with respect to such Securities and that the pledgee is not the
          Company or any other obligor upon the Securities or any Affiliate of
          the Company or of such other obligor.

          "Paying Agent" means any Person (i) having a combined capital and
          surplus of not less than $100,000,000, (ii) subject to supervision or
          examination by Federal or State authority and (iii) having a long-term
          unsecured debt rating with respect to U.S. dollar obligations of at
          least A2 or its equivalent rating by Moody's, that is authorized by
          the Company to pay the principal of or any premium or interest on any
          Securities on behalf of the Company.

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                                       6

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          "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 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 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;

          (v)  securing or providing for the payment of Indebtedness incurred in
               connection with any project financing by the Company, 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 Company 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;

          (vi) granted upon or with regard to any present or future asset or
               property of the Company 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)

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                                       7

<PAGE>

                  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 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 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 Company's stockholders'
                  equity (calculated on the basis of the Company'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).

          "Person" means any individual, corporation, partnership, joint
          venture, limited liability company, trust, unincorporated organization
          or government or any agency or political subdivision thereof.

          "Place of Payment", when used with respect to the Securities of any
          series and subject to Section 10.2, means the place or places where
          the principal of and any premium and interest on the Securities of
          that series are payable as specified as contemplated by Section 3.1.6.

          "Predecessor Security" of any particular Security means every previous
          Security evidencing all or a portion of the same debt as that
          evidenced by such particular Security; and, for the purposes of this
          definition, any Security authenticated and delivered under Section 3.5
          in exchange for or in lieu of a mutilated, destroyed, lost or stolen
          Security shall be deemed to evidence the same debt as the mutilated,
          destroyed, lost or stolen Security.

          "RDA" has the meaning specified in Section 1.14.

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

          "Redemption Price", when used with respect to any Security to be
          redeemed, means the price at which it is to be redeemed pursuant to
          this Indenture as set forth in such Security.

          "Regular Record Date" for the interest payable on any Interest Payment
          Date on the Securities of any series means the date specified for that
          purpose as contemplated by Section 3.1.5.

          "Repurchase Date", when used with respect to any Security to be
          repurchased, means the date fixed for such repurchase by or pursuant
          to this Indenture.

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                                       8

<PAGE>

          "Repurchase Price", when used with respect to any Security to be
          repurchased, means the price at which it is to be repurchased pursuant
          to this Indenture as set forth in such Security.

          "Responsible Officer", when used with respect to the Trustee, means
          any officer of the Trustee with direct responsibility for the
          administration of this Indenture, and also means, with respect to a
          particular corporate trust matter, any other officer to whom such
          matter is referred because of his knowledge of and familiarity with
          the particular subject.

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

          "Securities Act" means the U.S. Securities Act of 1933 and any
          successor statute thereto.

          "Security Register" and "Security Registrar" have the respective
          meanings specified in Section 3.4.

          "Significant Subsidiary" shall mean, at any time, a Subsidiary of
          which the Company'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.

          "Special Record Date" for the payment of any Defaulted Interest means
          a date fixed by the Trustee pursuant to Section 3.6.

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

          "Subsidiary" shall mean any entity of which the Company directly or
          indirectly owns more than 51% of the outstanding voting shares, and
          the Company has the ability to elect a majority of the members of the
          board of directors or other governing body.

          "Successor Corporation" has the meaning specified in Section 8.1.1.

          "Successor Jurisdiction" means the jurisdiction, other than Brazil, in
          which a Successor Corporation is incorporated or considered to be
          resident.

          "Transfer" of any Security means any sale, pledge, transfer,
          hypothecation or other disposition of such Security or any interest
          therein.

          "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939 and
          any successor statute thereto.

          "Trustee" means the Person named as the "Trustee" in the first
          paragraph of this instrument until a successor Trustee shall have
          become such pursuant to the applicable provisions of this Indenture,
          and thereafter "Trustee" shall mean or include each Person who is then
          a Trustee hereunder, and if at any time there is more than one Person,
          "Trustee" as used with respect to the Securities of any series shall
          mean the Trustee with respect to Securities of that series. Each
          Trustee shall be a Person that (i) is

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                                       9

<PAGE>

          eligible pursuant to the Trust Indenture Act to act as such, (ii) has
          a combined capital and surplus of at least $100,000,000, (iii) is
          subject to supervision or examination by Federal or State authority,
          (iv) has a long-term unsecured debt rating with respect to U.S. dollar
          obligations of at least A2 or its equivalent rating by Moody's and (v)
          has its Corporate Trust Office in the United States.

          "United States" or "U.S." means the United States of America
          (including the States thereof and the District of Columbia), its
          territories, its possessions and other areas subject to its
          jurisdiction.

     1.2  Compliance Certificates and Opinions

          Upon any application or request by the Company to the Trustee to take
          any action under any provision of this Indenture, the Company shall
          furnish to the Trustee 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 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.

          Every certificate or opinion with respect to compliance with a
          condition or covenant provided for in this Indenture (except for
          certificates provided for in Section 10.4) shall include,

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

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

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

          1.2.4  a statement as to whether, in the opinion of each such
                 individual, such condition or covenant has been complied with.

     1.3  Form of Documents Delivered to Trustee

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

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

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                                       10

<PAGE>

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

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

     1.4  Acts of Holders; Record Dates

          1.4.1  Any request, demand, authorization, direction, notice, consent,
                 waiver or other action provided or permitted by this Indenture
                 to be given or taken by Holders may be embodied in and
                 evidenced by one or more instruments of substantially similar
                 tenor signed by such Holders in person or by agent duly
                 appointed in writing; and, except as herein otherwise expressly
                 provided, such action shall become effective when such
                 instrument or instruments are delivered to the Trustee and,
                 where it is hereby expressly required, to the Company. Such
                 instrument or instruments (and the action embodied therein and
                 evidenced thereby) are herein sometimes referred to as the
                 "Act" of the Holders signing such instrument or instruments.
                 Proof of execution of any such instrument or of a writing
                 appointing any such agent shall be sufficient for any purpose
                 of this Indenture and (subject to Section 6.1) conclusive in
                 favor of the Trustee and the Company, if made in the manner
                 provided in this Section.

          1.4.2  The fact and date of the execution by any Person of any such
                 instrument or writing may be proved by the affidavit of a
                 witness of such execution or by a certificate of a notary
                 public or other officer authorized by law to take
                 acknowledgments of deeds, certifying that the individual
                 signing such instrument or writing acknowledged to him the
                 execution thereof. Where such execution is by a signer acting
                 in a capacity other than his individual capacity, such
                 certificate or affidavit shall also constitute sufficient proof
                 of his authority. The fact and date of the execution of any
                 such instrument or writing, or the authority of the Person
                 executing the same, may also be proved in any other manner
                 which the Trustee deems sufficient.

          1.4.3  The ownership of Securities shall be proved by the Security
                 Register.

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

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                                       11

<PAGE>

          1.4.5  The Company may set any day as a record date for the purpose of
                 determining the Holders of Outstanding Securities of any series
                 entitled to give, make or take any request, demand,
                 authorization, direction, notice, consent, waiver or other
                 action provided or permitted by this Indenture to be given,
                 made or taken by Holders of Securities of such series, provided
                 that the Company may not set a record date for, and the
                 provisions of this paragraph shall not apply with respect to,
                 the giving or making of any notice, declaration, request or
                 direction referred to in the next paragraph. If any record date
                 is set pursuant to this paragraph, the Holders of Outstanding
                 Securities of the relevant series on such record date, and no
                 other Holders, shall be entitled to take the relevant action,
                 whether or not such Holders remain Holders after such record
                 date; provided that no such action shall be effective hereunder
                 unless taken on or prior to the applicable Expiration Date by
                 Holders of the requisite principal amount of Outstanding
                 Securities of such series on such record date. Nothing in this
                 paragraph shall be construed to prevent the Company from
                 setting a new record date for any action for which a record
                 date has previously been set pursuant to this paragraph
                 (whereupon the record date previously set shall automatically
                 and with no action by any Person be canceled and of no effect),
                 and nothing in this paragraph shall be construed to render
                 ineffective any action taken by Holders of the requisite
                 principal amount of Outstanding Securities of the relevant
                 series on the date such action is taken. Promptly after any
                 record date is set pursuant to this paragraph, the Company, at
                 its own expense, shall cause notice of such record date, the
                 proposed action by Holders and the applicable Expiration Date
                 to be given to the Trustee in writing and to each Holder of
                 Securities of the relevant series in the manner set forth in
                 Section 1.6.

          1.4.6  The Trustee may set any day as a record date for the purpose of
                 determining the Holders of Outstanding Securities of any series
                 entitled to join in the giving or making of (i) any Notice of
                 Default, (ii) any declaration of acceleration referred to in
                 Section 5.3, (iii) any request to institute proceedings
                 referred to in Section 5.8.2 or (iv) any direction referred to
                 in Section 5.13, in each case with respect to Securities of
                 such series. If any record date is set pursuant to this
                 paragraph, the Holders of Outstanding Securities of such series
                 on such record date, and no other Holders, shall be entitled to
                 join in such notice, declaration, request or direction, whether
                 or not such Holders remain Holders after such record date;
                 provided that no such action shall be effective hereunder
                 unless taken on or prior to the applicable Expiration Date by
                 Holders of the requisite principal amount of Outstanding
                 Securities of such series on such record date. Nothing in this
                 paragraph shall be construed to prevent the Trustee from
                 setting a new record date for any action (whereupon the record
                 date previously set shall automatically and without any action
                 by any Person be canceled and of no effect), nor shall anything
                 in this paragraph be construed to render ineffective any action
                 taken by Holders of the requisite principal amount of
                 Outstanding Securities of the relevant series on the date such
                 action is taken. Promptly after any record date is set pursuant
                 to this paragraph, the Trustee, at

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                                       12

<PAGE>

                 the Company's expense, shall cause notice of such record date,
                 the proposed action by Holders and the applicable Expiration
                 Date to be given to the Company in writing and to each Holder
                 of Securities of the relevant series in the manner set forth in
                 Section 1.6.

          1.4.7  With respect to any record date set pursuant to this Section,
                 the party hereto that sets such record date may designate any
                 day as the "Expiration Date" and from time to time may change
                 the Expiration Date to any earlier or later day, provided that
                 no such change shall be effective unless notice of the proposed
                 new Expiration Date is given to the other party hereto in
                 writing, and to each Holder of Securities of the relevant
                 series in the manner set forth in Section 1.6, on or prior to
                 the existing Expiration Date. If an Expiration Date is not
                 designated with respect to any record date set pursuant to this
                 Section, the party hereto that set such record date shall be
                 deemed to have initially designated the 180th day after such
                 record date as the Expiration Date with respect thereto,
                 subject to its right to change the Expiration Date as provided
                 in this paragraph. Notwithstanding the foregoing, no Expiration
                 Date shall be later than the 180th day after the applicable
                 record date.

          Without limiting the foregoing, a Holder entitled hereunder to take
          any action hereunder with regard to any particular Security may do so
          with regard to all or any part of the principal amount of such
          Security or by one or more duly appointed agents each of which may do
          so pursuant to such appointment with regard to all or any part of such
          principal amount.

     1.5  Notices, Etc., to Trustee and Company

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

          1.5.1  the Trustee by any Holder or by the Company shall be sufficient
                 for every purpose hereunder if made, given, furnished or filed
                 in writing (which may be by facsimile) to or with the Trustee
                 at its Corporate Trust Office, or

          1.5.2  the Company by the Trustee or by any Holder shall be sufficient
                 for every purpose hereunder (unless otherwise herein expressly
                 provided) if in writing and mailed, first-class postage
                 prepaid, to the Company, addressed to it at the address
                 specified below or at any other address previously furnished in
                 writing to the Trustee by the Company:

                 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

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                                       13

<PAGE>

     1.6  Notice to Holders; Waiver

          Where this Indenture provides for notice to Holders of any event, such
          notice shall be sufficiently given (unless otherwise herein expressly
          provided) if in writing and mailed, first-class postage prepaid, to
          each Holder affected by such event, at his address as it appears in
          the Security Register, not later than the latest date (if any), and
          not earlier than the earliest date (if any), prescribed for the giving
          of such notice. In any case where notice to Holders is given by mail,
          neither the failure to mail such notice, nor any defect in any notice
          so mailed, to any particular Holder shall affect the sufficiency of
          such notice with respect to other Holders. Where this Indenture
          provides for notice in any manner, such notice may be waived in
          writing by the Person entitled to receive such notice, either before
          or after the event, and such waiver shall be the equivalent of such
          notice. Waivers of notice by Holders shall be filed with the Trustee,
          but such filing shall not be a condition precedent to the validity of
          any action taken in reliance upon such waiver.

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

          Notwithstanding the provisions of this Section 1.6, in case any series
          of Securities are listed in any stock exchange, a notice to holders of
          such Securities given in accordance with the rules and procedures of
          such stock exchange shall be regarded as a valid notice under this
          section 1.6.

     1.7  Conflict with Trust Indenture Act

          If any provision hereof limits, qualifies or conflicts with a
          provision of the Trust Indenture Act that is required under such Act
          to be a part of and govern this Indenture, the latter provision shall
          control. If any provision of this Indenture modifies or excludes any
          provision of the Trust Indenture Act that may be so modified or
          excluded, the latter provision shall be deemed to apply to this
          Indenture as so modified or excluded, as the case may be.

     1.8  Effect of Headings and Table of Contents

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

     1.9  Successors and Assigns

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

     1.10 Separability Clause

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

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                                       14

<PAGE>

     1.11 Benefits of Indenture

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

     1.12 Governing Law

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
          IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     1.13 Legal Holidays

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

     1.14 Consent to Service; Jurisdiction

          The Company and the Trustee agree that any legal suit, action or
          proceeding arising out of or relating to this Indenture, and the
          Company agrees that any legal suit, action or proceeding arising out
          of or relating to the Securities, may be instituted in any federal or
          state court in the Borough of Manhattan, The City of New York, in
          respect of actions brought against each such party as a defendant, and
          each waives any objection which it may now or hereafter have to the
          laying of the venue of any such legal suit, action or proceeding,
          waives any immunity, to the extent permitted by law, from jurisdiction
          or to service of process in respect of any such suit, action or
          proceeding, waives any right to which it may be entitled on account of
          place of residence or domicile and irrevocably submits to the
          jurisdiction of any such court in any such suit, action or proceeding.
          The Company further submits to the jurisdiction of the courts of their
          own corporate domiciles in any legal suit, action or proceeding
          arising out of or relating to this Indenture or the Securities. The
          Company hereby designates and appoints Rio Doce America, Inc. ("RDA")
          located at 546 5th Avenue, 12th Floor, New York, New York, 10036, as
          its authorized agent upon which process may be served in any legal
          suit, action or proceeding arising out of or relating to this
          Indenture or the Securities which may be instituted in any federal or
          state court in the Borough of Manhattan, The City of New York, New
          York, and agree that service of process upon such agent, and written
          notice of said service to the Company, as the case may be, by the
          Person serving the same, shall be deemed in every respect effective
          service of process upon the Company in any such suit, action or
          proceeding and further designate the domicile of RDA specified above
          and any domicile RDA may have in the future as their domicile to
          receive service of process. If for any reason RDA (or any successor
          agent for this purpose) shall cease to act as agent for service of
          process as provided above, the Company will promptly appoint a
          successor agent for this purpose reasonably acceptable to the Trustee.
          The

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                                       15

<PAGE>

          Company agrees to take any and all actions as may be necessary to
          maintain such designation and appointment of such agent in full force
          and effect.

     1.15 Language of Notices, Etc.

          Any request, demand, authorization, direction, notice, consent or
          waiver required or permitted under this Indenture shall be in the
          English language, except that any published notice may be in an
          official language of the country of publication.

2    Security Forms

     2.1  Forms Generally

          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.

     2.2  Form of Face of Security

          The following legends shall appear on the face of each Global
          Security:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
          HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
          DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE
          COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
          SECURITY FOR ALL PURPOSES.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
          SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES
          REFERRED TO IN SECTION 3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY
          MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
          NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
          DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
          OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
          SUCCESSOR DEPOSITARY.

          The following legend shall appear on the face of each Global Security
          for which The Depository Trust Company is to be the Depositary:

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                                       16

<PAGE>

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
          THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
          PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
          & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
          SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                           COMPANHIA VALE DO RIO DOCE

          No. [     ]
               -----
          CUSIP No. [      ]                                   $[   ]
                     ------                                      ---

          COMPANHIA VALE DO RIO DOCE, a company organized under the laws of the
          Federative Republic of Brazil (herein called the "Company", which term
          includes any successor Person under the Indenture hereinafter referred
          to), for value received, hereby promises to pay to [  ], or registered
                                                              --
          assigns, the principal sum of [  ] Dollars on [  ] [if the Security is
                                         --              --
          to bear interest prior to Maturity, insert -- , and to pay interest
          thereon from [  ] or from the most recent Interest Payment Date to
                        --
          which interest has been paid or duly provided for, semi-annually on
          [  ] and [  ] in each year, commencing [  ], and at the Maturity
           --       --                            --
          thereof, at the rate of [  ]% per annum, until the principal hereof is
                                   --
          paid or made available for payment [if applicable, insert -- ,
          provided that any principal [and premium], and any such installment of
          interest, which is overdue shall bear interest at the rate of [  ]%
                                                                         --
          per annum (to the extent that the payment of such interest shall be
          legally enforceable), from the dates such amounts are due until they
          are paid or made available for payment, and such interest shall be
          payable on demand. The interest so payable, and punctually paid or
          duly provided for, on any Interest Payment Date will, as provided in
          such Indenture, be paid to the Person in whose name this Security (or
          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest, which shall be
          the [  ] or [  ] (whether or not a Business Day), as the case may be,
               --      --
          next preceding such Interest Payment Date. Any such interest so
          payable, but not punctually paid or duly provided for on any Interest
          Payment Date will forthwith cease to be payable to the Holder on such
          Regular Record Date and may either be paid to the Person in whose name
          this Security (or one or more Predecessor Securities) is registered at
          the close of business on a Special Record Date for the payment of such
          Defaulted Interest to be fixed by the Trustee, notice whereof shall be
          given to Holders of Securities of this series not less than 10 days
          prior to such Special Record Date, or be paid at any time in any other
          lawful manner not inconsistent with the requirements of any securities
          exchange on which this Security may be listed, and upon such notice as
          may be required by such exchange, all as more fully provided in said
          Indenture].

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                                      17

<PAGE>

          [If the Security is not to bear interest prior to Maturity, insert --
          The principal of this Security shall not bear interest except in the
          case of a default in payment of principal upon acceleration, upon
          redemption, upon repurchase or at Stated Maturity and in such case the
          overdue principal [and any overdue premium] shall bear interest at the
          rate of [  ]% per annum (to the extent that the payment of such
                   --
          interest shall be legally enforceable), from the dates such amounts
          are due until they are paid or made available for payment. Interest on
          any overdue principal [or premium] shall be payable on demand.]

          Payment of the principal of [(and premium, if any)] and [if
          applicable, insert -- any such] interest on this Security will be made
          pursuant to the Applicable Procedures of the Depositary as permitted
          in the Indenture, provided, however, that if this Security is not a
          Global Security, payment may be made at the office or agency of the
          Company maintained for that purpose in New York, New York, in such
          coin or currency of the United States as at the time of payment is
          legal tender for payment of public and private debts, upon surrender
          of this Security in the case of any payment due at the Maturity of the
          principal thereof (other than any payment of interest payable on an
          Interest Payment Date); and provided, further, that at the option of
          the Company, payment of interest may be made by check mailed to the
          address of the Person entitled thereto as such address shall appear in
          the Security Register.

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

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

          In Witness Whereof, the Company has caused this instrument to be duly
          executed.

          Dated: [        ]
                  --------

          COMPANHIA VALE DO RIO DOCE


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


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

     2.3  Form of Reverse of Security

          This Security is one of a duly authorized issue of securities of the
          Company (herein called the "Securities"), issued and to be issued in
          one or more tranches of one or more series under an Indenture, dated
          as of          , 2003 (herein called the "Indenture",
                ---------

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                                       18

<PAGE>

          which term shall have the meaning assigned to it in such instrument),
          among the Company 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 Trustee and the Holders of
          the Securities and of the terms upon which the Securities are, and are
          to be, authenticated and delivered. This Security is one of the series
          designated on the face hereof [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 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.]

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                                       19

<PAGE>

          [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 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 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 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 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 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 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;

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                                       20

<PAGE>

          (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 in respect of claims made against the Company;

          (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 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
          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 Brazil),
          regulation (including proposed regulations) and administrative
          practice.

          The Company 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 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 shall pay all stamp, issue, registration, documentary or
          other similar duties, if any, which may be imposed by 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.

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

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                                       21

<PAGE>

          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. However, by making such assignment, the Holder
          makes no representation or warranty that the Company 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 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 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
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                                       22

<PAGE>

          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

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                                       23

<PAGE>

          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.

          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 Trustee and any agent of the Company or the Trustee
          may treat the Person in whose name this Security is registered as the
          owner hereof for all purposes, whether or not this Security be
          overdue, and neither the Company, 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.

     2.4  Form of Trustee's Certificate of Authentication

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

          Dated:  [           ]
                   ----------

          JPMORGAN CHASE BANK,
          as Trustee

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                                       24

<PAGE>


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

3    The Securities

     3.1  Amount Unlimited; Issuable in Series

          The aggregate principal amount of Securities which may be
          authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more tranches of one or more
          series. There shall be established in or pursuant to a Board
          Resolution and, subject to Section 3.3, set forth, or determined in
          the manner provided, in an Officers' Certificate, or established in
          one or more indentures supplemental hereto, prior to the issuance of
          Securities of any series,

          3.1.1  the title of the Securities, including CUSIP Numbers, of the
                 series (which shall distinguish the Securities of the series
                 from Securities of any other series);

          3.1.2  any limit upon the aggregate principal amount of the Securities
                 which may be authenticated and delivered under this Indenture
                 (except for Securities authenticated and delivered upon
                 registration of transfer of, or in exchange for, or in lieu of,
                 other Securities of the series pursuant to Section 3.4, 3.5,
                 9.6 or 11.5 and except for any Securities which, pursuant to
                 Section 3.3, are deemed never to have been authenticated and
                 delivered hereunder);

          3.1.3  the Person to whom any interest on a Security of the series
                 shall be payable, if other than the Person in whose name that
                 Security (or one or more Predecessor Securities) is registered
                 at the close of business on the Regular Record Date for such
                 interest;

          3.1.4  the date or dates on which the principal of the Securities of
                 the series is payable;

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

          3.1.6  the place or places where the principal of and any premium and
                 interest on Securities of the series shall be payable and the
                 manner in which any payment may be made;

          3.1.7  the period or periods within which, the price or prices at
                 which and the terms and conditions upon which Securities of the
                 series may be redeemed, in whole or in part, at the option of
                 the Company;

          3.1.8  the obligation, if any, of the Company to redeem or purchase
                 Securities of the series pursuant to any sinking fund or
                 analogous provisions or at the option of a Holder thereof and
                 the period or periods within which, the price or prices at
                 which and the terms and conditions upon which Securities the
                 series shall be redeemed or purchased, in whole or in part,
                 pursuant to such obligation;

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                                       25

<PAGE>

          3.1.9   the rights, if any, of the Holders of the series to demand
                  exchange of their Securities for Securities subject to a
                  registration statement under the Securities Act declared
                  effective by the Commission;

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

          3.1.11  if other than the currency of the United States, the currency,
                  currencies or currency units in which payment of the principal
                  of and any premium and interest on any Securities of the
                  series shall be payable and the manner of determining the
                  equivalent thereof in the currency of the United States for
                  purposes of the definition of "Outstanding" in Section 1.1;

          3.1.12  if the amount of payments of principal of or any premium or
                  interest on any Securities of the series may be determined
                  with reference to an index, the manner in which such amounts
                  shall be determined;

          3.1.13  if the principal of or any premium or interest on any
                  Securities of the series is to be payable, at the election of
                  the Company or a Holder thereof, in one or more currencies or
                  currency units other than that or those in which the
                  Securities are stated to be payable, the currency, currencies
                  or currency units in which payment of the principal of and any
                  premium and interest on Securities of such series as to which
                  such election is made shall be payable, and the periods within
                  which and the terms and conditions upon which such election is
                  to be made;

          3.1.14  if other than the principal amount thereof, the portion of the
                  principal amount of Securities of the series which shall be
                  payable upon declaration of acceleration of the Maturity
                  thereof pursuant to Section 5.3;

          3.1.15  any collateral or other security pledged against payment of
                  principal, interest or premium, if any, on the Securities;

          3.1.16  the applicability, non-applicability, or variation, of Section
                  10.7 with respect to the Securities of such series;

          3.1.17  if and as applicable, that the Securities of the series shall
                  be issuable in whole or in part in the form of one or more
                  Global Securities and, in such case, the Depositary or
                  Depositaries for such Global Security or Global Securities and
                  any circumstances other than those set forth in Section 3.4 in
                  which any such Global Security may be transferred to, and
                  registered and exchanged for Securities registered in the name
                  of, a Person other than the Depositary for such Global
                  Security or a nominee thereof and in which any such transfer
                  may be registered;

          3.1.18  the terms and conditions, if any, pursuant to which the
                  Securities are convertible into or exchangeable for any other
                  securities;

          3.1.19  any addition to or change in the covenants set forth in
                  Article Ten which applies to the Securities of the series; and

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                                       26

<PAGE>

          3.1.20  the applicability of Article 12 with respect to the Securities
                  of such series; and

          3.1.21  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).

          All Securities of any one series shall be substantially identical
          except as to issue price and first payment of interest.

          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 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.

          Notwithstanding Clause 3.1.2 herein and unless otherwise expressly
          provided with respect to a series of Securities, the aggregate
          principal amount of a series of Securities may be increased and
          additional Securities of such series may be issued up to the maximum
          aggregate principal amount authorized with respect to such series as
          increased.

     3.2  Denominations

          The Securities shall be issuable only in registered form without
          coupons and, unless otherwise specified as contemplated by Section
          3.1.10, only in denominations of $1,000 and any integral multiple
          thereof.

     3.3  Execution, Authentication, Delivery and Dating

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

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

          At any time and from time to time after the execution and delivery of
          this Indenture, the Company may deliver Securities of any series
          executed by the Company to the Trustee for authentication, together
          with a Company Order for the authentication and delivery of such
          Securities, and the Trustee in accordance with such Company Order
          shall authenticate and deliver such Securities. If the form or terms
          of the Securities of the series have been established by or pursuant
          to one or more Board Resolutions as permitted by Sections 2.1 and 3.1,
          in authenticating such Securities, and accepting the additional
          responsibilities under this Indenture in relation to such Securities,
          the Trustee shall be entitled to receive, and (subject to Section 6.1)
          shall be fully protected in relying upon, an Opinion of Counsel
          stating,

          3.3.1   if the form of such Securities has been established by or
                  pursuant to Board Resolution as permitted by Section 2.1, that
                  such form has been established in conformity with the
                  provisions of this Indenture;

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                                       27

<PAGE>

          3.3.2   if the terms of such Securities have been established by or
                  pursuant to Board Resolution as permitted by Section 3.1, that
                  such terms have been established in conformity with the
                  provisions of this Indenture; and

          3.3.3   that such Securities, when authenticated and delivered by the
                  Trustee and issued by the Company in the manner and subject to
                  any conditions specified in such Opinion of Counsel, will
                  constitute valid and legally binding obligations of the
                  Company enforceable in accordance with their terms, subject to
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles.

          If such form or terms have been so established, the Trustee shall not
          be required to authenticate such Securities if, in the opinion of
          counsel to the Trustee, the issue of such Securities pursuant to this
          Indenture will affect the Trustee's own rights, duties or immunities
          under the Securities and this Indenture.

          Notwithstanding the provisions of Section 3.1 and of the preceding
          paragraph, if all Securities of a series are not to be originally
          issued at one time, it shall not be necessary to deliver the Officers'
          Certificate otherwise required pursuant to Section 3.1 or the Company
          Order and Opinion of Counsel otherwise required pursuant to such
          preceding paragraph at or prior to the authentication of each Security
          of such series if such documents are delivered at or prior to the
          authentication upon original issuance of the first Security of such
          series to be issued and in that case the Trustee may rely, as to the
          authorization by the Company of any of such Securities, the form and
          terms thereof and the legality, validity, binding effect and
          enforceability thereof, upon the Opinion of Counsel and the other
          documents delivered pursuant to Sections 2.1 and 3.1 and this Section,
          as applicable, in connection with the first authentication of
          Securities of such series.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
          be valid or obligatory for any purpose unless there appears on such
          Security a certificate of authentication substantially in the form
          provided for herein executed by the Trustee by manual signature of an
          authorized officer, and such certificate upon any Security shall be
          conclusive evidence, and the only evidence, that such Security has
          been duly authenticated and delivered hereunder.

          Notwithstanding the foregoing, if any Security shall have been
          authenticated and delivered hereunder but never issued and sold by the
          Company, and the Company shall deliver such Security to the Trustee
          for cancellation as provided in Section 3.8, for all purposes of this
          Indenture such Security shall be deemed never to have been
          authenticated and delivered hereunder and shall never be entitled to
          the benefits of this Indenture.

     3.4  Registration, Registration of Transfer and Exchange

          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

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                                       28

<PAGE>

          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 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 Trustee shall authenticate and deliver, the
          Securities that the Holder making the exchange is entitled to receive.

          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.

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          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, 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
                  Trustee, upon receipt of a Company Order for the
                  authentication and delivery of individual Securities of such
                  series, will 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

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                  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 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 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. 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

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                  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 Trustee or any agent of the Company
                  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.

     3.5  Mutilated, Destroyed, Lost and Stolen Securities

          If any mutilated Security is surrendered to the Trustee, the Company
          shall execute and the Trustee shall authenticate and deliver in
          exchange therefor a new Security of the same series and of like tenor
          and principal amount and bearing a number not contemporaneously
          outstanding.

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

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

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

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

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

     3.6  Payment of Interest; Interest Rights Preserved

          Interest on any Security which is payable, and is punctually paid or
          duly provided for, on any Interest Payment Date shall be paid to the
          Person in whose name that Security (or one or more Predecessor
          Securities) is registered at the close of business on the Regular
          Record Date for such interest.

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          Any interest on any Security of any series which is payable, but is
          not punctually paid or duly provided for, on any Interest Payment Date
          (herein called "Defaulted Interest") shall forthwith cease to be
          payable to the Holder on the relevant Regular Record Date by virtue of
          having been such Holder, and such Defaulted Interest may be paid by
          the Company, at its election in each case, as provided in Clause 3.6.1
          or 3.6.2 below:

          3.6.1   The Company may elect to make payment of any Defaulted
                  Interest to the Persons in whose names the Securities of such
                  series (or their respective Predecessor Securities) are
                  registered at the close of business on a Special Record Date
                  for the payment of such Defaulted Interest, which shall be
                  fixed in the following manner. The Company shall notify the
                  Trustee in writing of the amount of Defaulted Interest
                  proposed to be paid on each Security of such series and the
                  date of the proposed payment, and at the same time the Company
                  shall deposit with the Trustee an amount of money equal to the
                  aggregate amount proposed to be paid in respect of such
                  Defaulted Interest or shall make arrangements satisfactory to
                  the Trustee for such deposit prior to the date of the proposed
                  payment, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted Interest as
                  in this Clause provided. Thereupon the Trustee shall fix a
                  Special Record Date for the payment of such Defaulted Interest
                  which shall be not more than 15 days and not less than 10 days
                  prior to the date of the proposed payment and not less than 10
                  days after the receipt by the Trustee of the notice of the
                  proposed payment. The Trustee shall promptly notify the
                  Company of such Special Record Date and, in the name and at
                  the expense of the Company, shall cause notice of the proposed
                  payment of such Defaulted Interest and the Special Record Date
                  therefor to be mailed, first-class postage prepaid, to each
                  Holder of Securities of such series at his address as it
                  appears in the Security Register, not less than 10 days prior
                  to such Special Record Date. Notice of the proposed payment of
                  such Defaulted Interest and the Special Record Date therefor
                  having been so mailed, such Defaulted Interest shall be paid
                  to the Persons in whose names the Securities of such series
                  (or their respective Predecessor Securities) are registered at
                  the close of business on such Special Record Date and shall no
                  longer be payable pursuant to the following Clause 3.6.2.

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

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

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<PAGE>

          Security shall carry the rights to interest accrued and unpaid, and to
          accrue, which were carried by such other Security.

     3.7  Persons Deemed Owners

          Prior to due surrender of a Security for registration of transfer, the
          Company, the Trustee and any agent of the Company or the Trustee may
          treat the Person in whose name such Security is registered as the
          owner of such Security for the purpose of receiving payment of
          principal of (and premium, if any) and (subject to Section 3.6)
          interest on such Security and for all other purposes whatsoever,
          whether or not such Security be overdue, and neither the Company, the
          Trustee nor any agent of the Company or the Trustee shall be affected
          by notice to the contrary.

     3.8  Cancellation

          All Securities surrendered for payment, redemption, repurchase,
          registration of transfer or exchange shall, if surrendered to any
          Person other than the Trustee, be delivered to the Trustee and shall
          be promptly canceled by it. The Company may at any time deliver to the
          Trustee for cancellation any Securities previously authenticated and
          delivered hereunder which the Company may have acquired in any manner
          whatsoever, and may deliver to the Trustee (or to any other Person for
          delivery to the Trustee) for cancellation any Securities previously
          authenticated hereunder which the Company has not issued and sold, and
          all Securities so delivered shall be promptly canceled by the Trustee.
          No Securities shall be authenticated in lieu of or in exchange for any
          Securities canceled as provided in this Section, except as expressly
          permitted by this Indenture. All canceled Securities held by the
          Trustee shall be disposed of in accordance with its customary
          procedures, unless otherwise directed by a Company Order.

     3.9  Computation of Interest

          Unless otherwise specified under Section 3.1 with respect to the
          Securities of a particular series, interest on the Securities shall be
          computed on the basis of a 360-day year of twelve 30-day months.

     3.10 CUSIP or "ISIN" Numbers

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

4    Satisfaction And Discharge

     4.1  Satisfaction and Discharge of Indenture

          This Indenture shall cease to be of further effect (except as to any
          surviving rights of registration of transfer or exchange of Securities
          herein expressly provided for), and the

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<PAGE>

          Trustee, on demand of and at the expense of the Company, shall execute
          proper instruments acknowledging satisfaction and discharge of this
          Indenture, when

          4.1.1   either

                  (i)  all Securities theretofore authenticated and delivered
                       (other than (i) Securities which have been destroyed,
                       lost or stolen and which have been replaced or paid as
                       provided in Section 3.5 and (ii) Securities for whose
                       payment money has theretofore been deposited in trust or
                       segregated and held in trust by the Company and
                       thereafter repaid to the Company or discharged from such
                       trust, as provided in Section 10.3) have been delivered
                       to the Trustee for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
                       Trustee for cancellation

                       (a)  have become due and payable, or

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

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

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

          4.1.2   the Company has paid or caused to be paid all other sums
                  payable hereunder by the Company; and

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
          obligations of the Company to the Trustee under Section 6.7, the
          obligations of the Company to any Authenticating Agent under Section
          6.14 and, if money shall have been deposited with the Trustee pursuant
          to subclause (ii) of Clause 4.1.1 of this Section, the obligations of
          the Trustee under Section 4.2 and the last paragraph of Section 10.3
          shall survive such satisfaction and discharge.

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<PAGE>

     4.2  Application of Trust Money

          Subject to the provisions of the last paragraph of Section 10.3, all
          money deposited with the Trustee pursuant to Section 4.1 shall be held
          in trust and applied by it, in accordance with the provisions of the
          Securities and this Indenture, to the payment, either directly or
          through any Paying Agent (including the Company acting as its own
          Paying Agent) as the Trustee may determine, to the Persons entitled
          thereto, of the principal (and premium, if any) and interest for whose
          payment such money has been deposited with the Trustee.

5    Remedies

     5.1  Events of Default

          "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 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 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 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 or any
                  Significant Subsidiary a bankrupt or insolvent, or suspending
                  payments, or approving as properly filed a petition

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<PAGE>

                  seeking reorganization, arrangement, adjustment or composition
                  of or in respect of the Company or any Significant Subsidiary
                  under any applicable law, or appointing a custodian, receiver,
                  liquidator, assignee, trustee, sequestrator or other similar
                  official of the Company or any Significant Subsidiary or of
                  any substantial part of the property of the Company or any
                  Significant Subsidiary, or ordering the winding up or
                  liquidation of the affairs of the Company 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 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 or any Significant
                  Subsidiary to the entry of a decree or order for relief in
                  respect of the Company 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 or any
                  Significant Subsidiary, or the filing by the Company 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 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 or
                  any Significant Subsidiary or of any substantial part of the
                  property of the Company or any Significant Subsidiary, or the
                  making by the Company or any Significant Subsidiary of an
                  assignment for the benefit of creditors, or the admission by
                  the Company 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 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 or
                  such Significant Subsidiary that similarly binds the Company
                  or such Significant Subsidiary, as the case may be), or the
                  general inability of the Company or any Significant Subsidiary
                  to make payment of their obligations as they come due.

     5.2  Illegality Events

          "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 to perform or comply with any one or more of its obligations
          under any of the Securities of the series.

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<PAGE>

     5.3  Acceleration of Maturity; Rescission and Annulment

          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 but not to a
          Significant Subsidiary of the Company), 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 Company,
          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 (but not a
          Significant Subsidiary of the Company), 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.

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<PAGE>

     5.4  Collection of Indebtedness and Suits for Enforcement by Trustee

          The Company covenants that if

          5.4.1   default is made in the payment of any interest (including any
                  Additional Amounts) on any Security when such interest becomes
                  due and payable and such default continues for a period of 30
                  days, or

          5.4.2   default is made in the payment of the principal (including any
                  Redemption Price or Repurchase Price) of (or premium, if any,
                  on) any Security at the Maturity thereof,

          the Company will, upon demand of the Trustee, pay to it, for the
          benefit of the Holders of such Securities, the whole amount then due
          and payable on such Securities for principal and any premium and
          interest, and, to the extent that payment of such interest shall be
          legally enforceable, interest on any overdue principal and premium and
          on any overdue interest, at the rate borne by (or prescribed therefor
          in) such Securities, together with any Additional Amounts thereon,
          and, in addition thereto, such further amount as shall be sufficient
          to cover the costs and expenses of collection, including the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, and all amounts due the Trustee under
          Section 6.7.

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

     5.5  Trustee May File Proofs of Claim

          In case of any judicial proceeding relative to the Company (or any
          other obligor upon the Securities), its property or its creditors, the
          Trustee shall be entitled and empowered, by intervention in such
          proceeding or otherwise, to take any and all actions authorized under
          the Trust Indenture Act in order to have claims of the Holders and the
          Trustee allowed in any such proceeding. In particular, the Trustee
          shall be authorized to collect and receive any moneys or other
          property payable or deliverable on any such claims and to distribute
          the same; and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator or other similar official in any such judicial proceeding
          is hereby authorized by each Holder to make such payments to the
          Trustee and, in the event that the Trustee shall consent to the making
          of such payments directly to the Holders, to pay to the Trustee any
          amount due it for the reasonable compensation, expenses, disbursements
          and advances of the Trustee, its agents and counsel, and any other
          amounts due the Trustee under Section 6.7.

          No provision of this Indenture shall be deemed to authorize the
          Trustee to authorize or consent to or accept or adopt on behalf of any
          Holder any plan of reorganization, arrangement, adjustment or
          composition affecting the Securities or the rights of any Holder
          thereof or to authorize the Trustee to vote in respect of the claim of
          any Holder in

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<PAGE>

          any such proceeding; provided, however, that the Trustee may, on
          behalf of the Holders, vote for the election of a trustee in
          bankruptcy or similar official and be a member of a creditors' or
          other similar committee.

     5.6  Trustee May Enforce Claims Without Possession of Securities

          All rights of action and claims under this Indenture or the Securities
          may be prosecuted and enforced by the Trustee without the possession
          of any of the Securities or the production thereof in any proceeding
          relating thereto, and any such proceeding instituted by the Trustee
          shall be brought in its own name as trustee of an express trust, and
          any recovery of judgment shall, after provision for the payment of the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, be for the ratable benefit of the
          Holders of the Securities in respect of which such judgment has been
          recovered.

     5.7  Application of Money Collected

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

               FIRST: To the payment of all amounts due the Trustee under
               Section 6.7;

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

               THIRD: Any remaining amounts shall be repaid to the Company.

     5.8  Limitation on Suits

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

          5.8.1   such Holder has previously given written notice to the Trustee
                  of a continuing Event of Default or Illegality Event with
                  respect to the Securities of that series;

          5.8.2   the Holders of not less than 25% in principal amount of the
                  Outstanding Securities of that series shall have made written
                  request to the Trustee to institute proceedings in respect of
                  such Event of Default or Illegality Event in its own name as
                  Trustee hereunder;

          5.8.3   such Holder or Holders have offered to the Trustee indemnity
                  reasonably satisfactory to the Trustee against the costs,
                  expenses and liabilities to be incurred in compliance with
                  such request;

          5.8.4   the Trustee for 60 days after its receipt of such notice,
                  request and offer of indemnity has failed to institute any
                  such proceeding; and

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          5.8.5   no direction inconsistent with such written request has been
                  given to the Trustee during such 60-day period by the Holders
                  of a majority in principal amount of the Outstanding
                  Securities of that series;

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

     5.9  Unconditional Right of Holders to Receive Principal, Premium and
          Interest

          Notwithstanding any other provision in this Indenture, the Holder of
          any Security shall have the right, which is absolute and
          unconditional, to receive payment of the principal of and any premium
          and (subject to Section 3.6) interest on such Security on the
          respective Stated Maturities expressed in such Security (or, in the
          case of redemption or repurchase, on the Redemption Date or Repurchase
          Date, as the case may be), and to institute suit for the enforcement
          of any such payment, and such rights shall not be impaired without the
          consent of such Holder.

     5.10 Restoration of Rights and Remedies

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

     5.11 Rights and Remedies Cumulative

          Except as otherwise provided with respect to the replacement or
          payment of mutilated, destroyed, lost or stolen Securities in the last
          paragraph of Section 3.5, no right or remedy herein conferred upon or
          reserved to the Trustee or to the Holders is intended to be exclusive
          of any other right or remedy, and every right and remedy shall, to the
          extent permitted by law, be cumulative and in addition to every other
          right and remedy given hereunder or now or hereafter existing at law
          or in equity or otherwise. The assertion or employment of any right or
          remedy hereunder, or otherwise, shall not prevent the concurrent
          assertion or employment of any other appropriate right or remedy.

     5.12 Delay or Omission Not Waiver

          No delay or omission of the Trustee or of any Holder of any Security
          to exercise any right or remedy accruing upon any Event of Default or
          Illegality Event shall impair any such right or remedy or constitute a
          waiver of any such Event of Default or Illegality Event or an
          acquiescence therein. Every right and remedy given by this Article or
          by law to the Trustee or to the Holders may be exercised from time to
          time, and as often as may be deemed expedient, by the Trustee or by
          the Holders, as the case may be.

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     5.13 Control by Holders

          The Holders of a majority in principal amount of the Outstanding
          Securities of any series shall have the right to direct the time,
          method and place of conducting any proceeding for any remedy available
          to the Trustee or exercising any trust or power conferred on the
          Trustee, with respect to the Securities of such series, provided that

          5.13.1  such direction shall not be in conflict with any rule of law
                  or with this Indenture,

          5.13.2  the Trustee may take any other action deemed proper by the
                  Trustee which is not inconsistent with such direction, and

          5.13.3  subject to the provisions of Section 6.1, the Trustee shall
                  have the right to decline to follow any such direction if the
                  Trustee in good faith shall, by a Responsible Officer or
                  Officers of the Trustee, determine that the proceeding so
                  directed would involve the Trustee in personal liability
                  against which indemnity would not be satisfactory.

     5.14 Waiver of Past Defaults

          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.

     5.15 Undertaking for Costs

          In any suit for the enforcement of any right or remedy under this
          Indenture, or in any suit against the Trustee for any action taken,
          suffered or omitted by it as Trustee, a court may require any party
          litigant in such suit to file an undertaking to pay the costs of such
          suit, and may assess costs, including reasonable attorneys' fees and
          expenses, against any such party litigant, in the manner and to the
          extent provided in the Trust Indenture Act; provided that neither this
          Section nor the Trust Indenture Act shall be deemed to authorize any
          court to require such an undertaking or to make such an assessment in
          any suit instituted by the Company or the Trustee or in any suit to
          require the Company to repurchase any Security in accordance with its
          terms.

     5.16 Waiver of Usury, Stay or Extension Laws

          The Company covenants (to the extent that it may lawfully do so) that
          it will not at any time insist upon, or plead, or in any manner
          whatsoever claim or take the benefit or

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          advantage of, any usury, stay or extension law wherever enacted, now
          or at any time hereafter in force, which may affect the covenants or
          the performance of this Indenture; and the Company (to the extent that
          it may lawfully do so) hereby expressly waives all benefit or
          advantage of any such law and covenants that it will not hinder, delay
          or impede the execution of any power herein granted to the Trustee,
          but will suffer and permit the execution of every such power as though
          no such law had been enacted.

6    The Trustee

     6.1  Certain Duties and Responsibilities

          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.

     6.2  Notice of Default; Potential Default

          If a default occurs hereunder with respect to Securities of any
          series, the Trustee shall give the Holders of Securities of such
          series notice of such default as and to the extent provided by the
          Trust Indenture Act (a "Notice of Default"). Specifically, the Trustee
          shall provide Notice of Default to each Holder promptly, but in no
          event later than within 15 days of occurrence, and in the manner
          provided by Section 313(c) of the Trust Indenture Act or any successor
          section thereto, of any default of which the Trustee is aware. The
          Trustee shall also provide a notice to each Holder of any claim of
          default within 30 days of receiving a written assertion of such claim
          from Holders of no less than 10% of the aggregate principal amount of
          Securities then outstanding. For the purpose of this Section, the term
          "default" means any event which is, or after notice or lapse of time
          or both would become, an Event of Default or Illegality Event with
          respect to Securities of such series.

     6.3  Certain Rights of Trustee

          Subject to the provisions of Section 6.1:

          6.3.1   the Trustee may conclusively rely and shall be fully protected
                  in acting or refraining from acting upon any resolution,
                  certificate, statement, instrument, opinion, report, notice,
                  request, direction, consent, order, bond, debenture, note,
                  other evidence of indebtedness or other paper or document
                  (whether in its original or facsimile form) believed by it to
                  be genuine and to have been signed or presented by the proper
                  party or parties;

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          6.3.2 any request or direction of the Company mentioned herein shall
                be sufficiently evidenced by a written request or direction
                signed on behalf of the Company by any two of its officers or
                its attorneys in fact in accordance with its Bylaws;

          6.3.3 whenever in the administration of this Indenture the Trustee
                shall deem it desirable that a matter be proved or established
                prior to taking, suffering or omitting any action hereunder, the
                Trustee (unless other evidence be herein specifically
                prescribed) may, in the absence of bad faith on its part, rely
                upon an Officers' Certificate;

          6.3.4 the Trustee may consult with counsel of its own choice and the
                advice of such counsel or any Opinion of Counsel shall be full
                and complete authorization and protection in respect of any
                action taken, suffered or omitted by it hereunder in good faith
                and in reliance thereon;

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

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

          6.3.7 the Trustee may execute any of the trusts or powers hereunder or
                perform any duties hereunder either directly or by or through
                agents or attorneys and the Trustee shall not be responsible for
                any misconduct or negligence on the part of any agent or
                attorney appointed with due care by it hereunder; provided that
                the Trustee shall be required to terminate any such agent if it
                has actual knowledge of any willful or negligent failure by such
                agent to perform its delegated duties;

          6.3.8 the Trustee shall not be deemed to have notice of any default or
                Event of Default or Illegality Event with respect to Securities
                of any series 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 or any Holder, and such notice
                references the Securities and this Indenture;

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<PAGE>

          6.3.9  the Trustee shall not be liable for any action taken, suffered
                 or omitted by it in good faith and believed by it to be
                 authorized or within the discretion or rights or powers
                 conferred upon it by this Indenture; and

          6.3.10 the permissive rights of the Trustee enumerated herein shall
                 not be construed as duties of the Trustee.

     6.4  Not Responsible for Recitals or Issuance of Securities

          Neither the Trustee nor any Authenticating Agent assumes any
          responsibility for the correctness of the recitals contained herein
          and in the Securities, except the Trustee's certificates of
          authentication. The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities.
          Neither the Trustee nor any Authenticating Agent shall be accountable
          for the use or application by the Company of the proceeds of the
          Securities.

     6.5  May Hold Securities

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
          Registrar or any other agent of the Company, in its individual or any
          other capacity, may become the owner or pledgee of Securities and,
          subject to Sections 6.8 and 6.13, may otherwise deal with the Company
          with the same rights it would have if it were not Trustee,
          Authenticating Agent, Paying Agent, Security Registrar or such other
          agent.

     6.6  Money Held in Trust

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

     6.7  Compensation and Reimbursement

          6.7.1  The Company agrees to pay to the Trustee from time to time such
                 compensation as shall be agreed in writing 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 agrees, 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 Company 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

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<PAGE>

               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
          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.

     6.8  Conflicting Interests

          If the Trustee has or shall acquire a conflicting interest within the
          meaning of the Trust Indenture Act, the Trustee shall either eliminate
          such interest or resign, to the extent and in the manner provided by,
          and subject to the provisions of, the Trust Indenture Act and this
          Indenture. To the extent permitted by the Trust Indenture Act, the
          Trustee shall not be deemed to have a conflicting interest by virtue
          of being a trustee under this Indenture with respect to Securities of
          more than one series.

     6.9  Corporate Trustee Required; Eligibility

          There shall at all times be one (and only one) Trustee hereunder with
          respect to the Securities of each series, which may be a Trustee
          hereunder for Securities of one or more other series. Each Trustee
          shall be a Person that (i) is eligible pursuant to the Trust Indenture
          Act to act as such, (ii) has a combined capital and surplus of at
          least $100,000,000, (iii) is subject to supervision or examination by
          Federal or State authority, (iv) has a long-term unsecured debt rating
          with respect to U.S. dollar obligations of at least A2 or its
          equivalent rating by Moody's and (v) has its Corporate Trust Office in
          the United States. If any such Person publishes reports of condition
          at least annually, pursuant to law or to the requirements of its
          supervising or examining authority, then for the purposes of this
          Section and to the extent permitted by the Trust Indenture Act, the
          combined capital and surplus of such Person shall be deemed to be its
          combined capital and surplus as set forth in its most recent report of
          condition so published. If at any time the Trustee with respect to the
          Securities of any series shall cease to be eligible in accordance with
          the provisions of this Section, it shall resign immediately in the
          manner and with the effect hereinafter specified in this Article.

     6.10 Resignation and Removal; Appointment of Successor

          No resignation or removal of the Trustee and no appointment of a
          successor Trustee pursuant to this Article shall become effective
          until the acceptance of appointment by the successor Trustee in
          accordance with the applicable requirements of Section 6.11.

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          The Trustee may resign at any time with respect to the Securities of
          one or more series by giving written notice thereof to the Company. If
          the instrument of acceptance by a successor Trustee required by
          Section 6.11 shall not have been delivered to the Trustee within 45
          days after the giving of such notice of resignation, the resigning
          Trustee may petition any court of competent jurisdiction for the
          appointment of a successor Trustee with respect to the Securities of
          such series.

          The Trustee may be removed at any time with respect to the Securities
          of any series by Act of the Holders of a majority in principal amount
          of the Outstanding Securities of such series, delivered to the Trustee
          and to the Company.

          If at any time:

          6.10.1 the Trustee shall fail to comply with Section 6.8 after written
                 request therefor by the Company or by any Holder who has been a
                 bona fide Holder of a Security for at least six months, or

          6.10.2 the Trustee shall cease to be eligible under Section 6.9 and
                 shall fail to resign after written request therefor by the
                 Company or by any such Holder, or

          6.10.3 the Trustee shall become incapable of acting or shall be
                 adjudged a bankrupt or insolvent or a receiver of the Trustee
                 or of its property shall be appointed or any public officer
                 shall take charge or control of the Trustee or of its property
                 or affairs for the purpose of rehabilitation, conservation or
                 liquidation,

          then, in any such case, (A) the Company by a Board Resolution may
          remove the Trustee with respect to all Securities, or (B) subject to
          Section 5.15, any Holder who has been a bona fide Holder of a Security
          for at least six months may, on behalf of himself and all others
          similarly situated, petition any court of competent jurisdiction for
          the removal of the Trustee with respect to all Securities and the
          appointment of a successor Trustee or Trustees.

          If the Trustee shall resign, be removed or become incapable of acting,
          or if a vacancy shall occur in the office of Trustee for any cause,
          with respect to the Securities of one or more series, the Company, by
          a Board Resolution, shall promptly appoint a successor Trustee or
          Trustees with respect to the Securities of that or those series (it
          being understood that any such successor Trustee may be appointed with
          respect to the Securities of one or more or all of such series and
          that at any time there shall be only one Trustee with respect to the
          Securities of any particular series) and shall comply with the
          applicable requirements of Section 6.11. If, within one year after
          such resignation, removal or incapability, or the occurrence of such
          vacancy, a successor Trustee with respect to the Securities of any
          series shall be appointed by Act of the Holders of a majority in
          principal amount of the Outstanding Securities of such series
          delivered to the Company and the retiring Trustee, the successor
          Trustee so appointed shall, forthwith upon its acceptance of such
          appointment in accordance with the applicable requirements of Section
          6.11, become the successor Trustee with respect to the Securities of
          such series and to that extent supersede the successor Trustee
          appointed by the Company. If no successor Trustee with respect to the
          Securities of any series shall have been so appointed by the Company
          or the Holders and accepted

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<PAGE>

          appointment in the manner required by Section 6.11, any Holder who has
          been a bona fide Holder of a Security of such series for at least six
          months may, on behalf of himself and all others similarly situated,
          petition any court of competent jurisdiction for the appointment of a
          successor Trustee with respect to the Securities of such series.

          The Company shall give notice of each resignation and each removal of
          the Trustee with respect to the Securities of any series and each
          appointment of a successor Trustee with respect to the Securities of
          any series to all Holders of Securities of such series in the manner
          provided in Section 1.6. Each notice shall include the name of the
          successor Trustee with respect to the Securities of such series and
          the address of its Corporate Trust Office.

     6.11 Acceptance of Appointment by Successor

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

          In case of the appointment hereunder of a successor Trustee with
          respect to the Securities of one or more (but not all) series, the
          Company, the retiring Trustee and each successor Trustee with respect
          to the Securities of one or more series shall execute and deliver an
          indenture supplemental hereto wherein each successor Trustee shall
          accept such appointment and which (1) shall contain such provisions as
          shall be necessary or desirable to transfer and confirm to, and to
          vest in, each successor Trustee all the rights, powers, trusts and
          duties of the retiring Trustee with respect to the Securities of that
          or those series to which the appointment of such successor Trustee
          relates, (2) if the retiring Trustee is not retiring with respect to
          all Securities, shall contain such provisions as shall be deemed
          necessary or desirable to confirm that all the rights, powers, trusts
          and duties of the retiring Trustee with respect to the Securities of
          that or those series as to which the retiring Trustee is not retiring
          shall continue to be vested in the retiring Trustee, and (3) shall add
          to or change any of the provisions of this Indenture as shall be
          necessary to provide for or facilitate the administration of the
          trusts hereunder by more than one Trustee, it being understood that
          nothing herein or in such supplemental indenture shall constitute such
          Trustees co-trustees of the same trust and that each such Trustee
          shall be trustee of a trust or trusts hereunder separate and apart
          from any trust or trusts hereunder administered by any other such
          Trustee; and upon the execution and delivery of such supplemental
          indenture the resignation or removal of the retiring Trustee shall
          become effective to the extent provided therein and each such
          successor Trustee, without any further act, deed or conveyance, shall
          become vested with all the rights, powers, trusts and duties of the
          retiring Trustee with respect to the

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<PAGE>

          Securities of that or those series to which the appointment of such
          successor Trustee relates; but, on request of the Company or any
          successor Trustee, such retiring Trustee shall duly assign, transfer
          and deliver to such successor Trustee all property and money held by
          such retiring Trustee hereunder with respect to the Securities of that
          or those series to which the appointment of such successor Trustee
          relates.

          Upon request of any such successor Trustee, the Company shall execute
          any and all instruments for more fully and certainly vesting in and
          confirming to such successor Trustee all such rights, powers and
          trusts referred to in the first or second preceding paragraph, as the
          case may be.

          No successor Trustee shall accept its appointment unless at the time
          of such acceptance such successor Trustee shall be qualified and
          eligible under this Article.

     6.12 Merger, Conversion, Consolidation or Succession to Business

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

     6.13 Preferential Collection of Claims Against Company

          If and when the Trustee shall be or become a creditor of the Company
          (or any other obligor upon the Securities), the Trustee shall be
          subject to the provisions of the Trust Indenture Act regarding the
          collection of claims against the Company (or any such other obligor).

     6.14 Appointment of Authenticating Agent

          The Trustee may appoint an Authenticating Agent or Agents which shall
          be authorized to act on behalf of the Trustee to authenticate
          Securities issued upon original issue and upon exchange, registration
          of transfer, or partial redemption or pursuant to Section 3.5, and
          Securities so authenticated shall be entitled to the benefits of this
          Indenture and shall be valid and obligatory for all purposes as if
          authenticated by the Trustee hereunder. Wherever reference is made in
          this Indenture to the authentication and delivery of Securities by the
          Trustee or the Trustee's certificate of authentication, such reference
          shall be deemed to include authentication and delivery on behalf of
          the Trustee by an Authenticating Agent and a certificate of
          authentication executed on behalf of the Trustee by an Authenticating
          Agent. Each Authenticating Agent shall be acceptable to the Company
          and shall at all times be a corporation organized and doing business
          under the laws of the United States, any State thereof or the District
          of Columbia, authorized under such laws to act as Authenticating
          Agent, have a combined

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<PAGE>

          capital and surplus of at least $100,000,000, be subject to
          supervision or examination by Federal or State authority and have a
          long-term unsecured debt rating with respect to U.S. dollar
          obligations of at least A2 or its equivalent rating by Moody's. If
          such Authenticating Agent publishes reports of condition at least
          annually, pursuant to law or to the requirements of said supervising
          or examining authority, then for the purposes of this Section, the
          combined capital and surplus of such Authenticating Agent shall be
          deemed to be its combined capital and surplus as set forth in its most
          recent report of condition so published. If at any time an
          Authenticating Agent shall cease to be eligible in accordance with the
          provisions of this Section, such Authenticating Agent shall resign
          immediately in the manner and with the effect specified in this
          Section.

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

          An Authenticating Agent may resign at any time by giving written
          notice thereof to the Trustee and to the Company. The Trustee may at
          any time terminate the agency of an Authenticating Agent by giving
          written notice thereof to such Authenticating Agent and to the
          Company. Upon receiving such a notice of resignation or upon such a
          termination, or in case at any time such Authenticating Agent shall
          cease to be eligible in accordance with the provisions of this
          Section, the Trustee may appoint a successor Authenticating Agent
          which shall be acceptable to the Company and shall mail written notice
          of such appointment by first-class mail, postage prepaid, to all
          Holders as their names and addresses appear in the Security Register.
          Any successor Authenticating Agent upon acceptance of its appointment
          hereunder shall become vested with all the rights, powers and duties
          of its predecessor hereunder, with like effect as if originally named
          as an Authenticating Agent. No successor Authenticating Agent shall be
          appointed unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
          time reasonable compensation for its services under this Section.

          If an appointment is made pursuant to this Section, the Securities may
          have endorsed thereon, in addition to the Trustee's certificate of
          authentication, an alternative certificate of authentication in the
          following form:

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

          JPMorgan Chase Bank,
          as Trustee


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

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<PAGE>


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

     6.15 Appointment of Luxembourg Transfer Agent

          For so long as the rules of the Luxembourg Stock Exchange so require,
          the Company shall appoint and maintain a transfer agent located in
          Luxembourg with respect to Securities listed on the Luxembourg Stock
          Exchange.

          The Company agrees to pay to each such agent from time to time
          reasonable compensation for its services under this Section.

     6.16 Trustee's Application for Instructions from the Company

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

7    Holders' Lists and Reports by Trustee and Company

     7.1  Company to Furnish Trustee Names and Addresses of Holders

          The Company will furnish or cause to be furnished to the Trustee

          7.1.1 semi-annually, not more than 15 days after each Regular Record
                Date with respect to each series of Securities, a list, in such
                form as the Trustee may reasonably require, of the names and
                addresses of the Holders of Securities of such series as of such
                Regular Record Date, and

          7.1.2 at such other times as the Trustee may reasonably request in
                writing, within 30 days after the receipt by the Company of any
                such request, a list of similar form and content as of a date
                not more than 15 days prior to the time such list is furnished;

          excluding from any such list names and addresses received by the
          Trustee in its capacity as Security Registrar.

     7.2  Preservation of Information; Communications to Holders

          7.2.1 The Trustee shall preserve, in as current a form as is
                reasonably practicable, the names and addresses of Holders
                contained in the most recent list furnished to the Trustee as
                provided in Section 7.1 and the names and addresses of Holders
                received by the Trustee in its capacity as Security Registrar.
                The Trustee may destroy any list furnished to it as provided in
                Section 7.1 upon receipt of a new list so furnished.

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<PAGE>

          7.2.2 The rights of Holders to communicate with other Holders with
                respect to their rights under this Indenture or under the
                Securities, and the corresponding rights and duties of the
                Trustee, shall be as provided by the Trust Indenture Act.

          7.2.3 Every Holder of Securities, by receiving and holding the same,
                agrees with the Company and the Trustee that neither the Company
                nor the Trustee nor any agent of either of them shall be held
                accountable by reason of any disclosure of information as to
                names and addresses of Holders made pursuant to the Trust
                Indenture Act.

     7.3  Reports by Trustee

          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.

8    Consolidation, Merger, Conveyance, Transfer or Lease

     8.1  Company May Consolidate, Etc. Only on Certain Terms

          The Company shall not, without the consent of the Holders of a
          majority in aggregate principal amount of the Securities in accordance
          with this Indenture, consolidate with or merge into any other
          corporation or convey or transfer all or substantially all of its
          mining properties or assets to any other Person, unless:

          8.1.1 the corporation formed by such consolidation or into which the
                Company is merged or the Person which acquires by conveyance or
                transfer all or substantially all of the mining properties or
                assets of the Company (the "Successor Corporation") shall
                expressly assume, pursuant to this Indenture, the due and
                punctual repayment of the principal and interest on all the
                Securities and all other obligations of the Company, as
                applicable, under the Indenture and the Securities;

          8.1.2 immediately after giving effect to such transaction, no Event of
                Default or Illegality Event with respect to any Security shall
                have occurred and be continuing;

          8.1.3 the Company has delivered to the Trustee (a) a certificate
                signed by two executive officers of the Company 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

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<PAGE>

                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

          8.1.4 the Successor Corporation shall expressly agree to withhold
                against any tax, duty, assessment or other governmental charge
                thereafter imposed or levied by Brazil, a Successor Jurisdiction
                or any political subdivision or authority thereof or therein
                having power to tax as a consequence of such consolidation,
                merger, conveyance or transfer with respect to the payment of
                principal of or interest on the Securities, and to pay such
                Additional Amounts as may be necessary to ensure that the net
                amounts receivable by Holders after any withholding or deduction
                of any such tax, assessment, duty or other governmental charge
                shall equal the respective amounts of principal, premium (if
                any) and interest which would have been receivable in respect of
                the Securities in the absence of such consolidation, merger,
                conveyance or transfer; provided, however, that Holders will not
                be subject to the exceptions and limitations contained in
                Section 10.7 in relation to the Successor Jurisdiction.

     8.2  Successor Substituted

          Upon any consolidation, merger, conveyance, or transfer in accordance
          with this Article, the Successor Corporation shall succeed to, and be
          substituted for, and may exercise every right and power of the
          Company, as applicable, under the Securities with the same effect as
          if the Successor Corporation had been named as the issuer of the
          Securities herein.

     8.3  Right to Redemption

          No Successor Corporation shall have the right to redeem the Securities
          unless the Company would have been entitled to redeem the Securities
          in similar circumstances.

9    Supplemental Indentures

     9.1  Supplemental Indentures without Consent of Holders

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

          9.1.1 to evidence the succession of another Person to the Company and
                the assumption by any such successor of the covenants of the
                Company herein and in the Securities; or

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

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<PAGE>

          9.1.3 to add any additional Events of Default or Illegality Events for
                the benefit of the Holders of all or any series of Securities
                (and if such additional Events of Default or Illegality Events
                are to be for the benefit of less than all series of Securities,
                stating that such additional Events of Default or Illegality
                Events are expressly being included solely for the benefit of
                such series); or

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

          9.1.5 to add to, change or eliminate any of the provisions of this
                Indenture in respect of one or more series of Securities,
                provided that any such addition, change or elimination (A) 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 or
                (B) shall become effective only when there is no such Security
                Outstanding; or

          9.1.6 to secure the Securities pursuant to the requirements of Article
                Ten or otherwise; or

          9.1.7 to establish the form or terms of Securities of any series as
                permitted by Sections 2.1 and 3.1; or

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

          9.1.9 to cure any ambiguity, to correct or supplement any provision
                herein which may be defective or inconsistent with any other
                provision herein, or to make any other provisions with respect
                to matters or questions arising under this Indenture, provided
                that such action pursuant to this clause 9.1.9 shall not
                adversely affect the interests of the Holders of Securities of
                any series in any material respect.

     9.2  Supplemental Indentures or Waiver with Consent of Holders

          With the consent of the Holders of not less than a majority in
          principal amount of the Outstanding Securities of each series affected
          by such supplemental indenture or waiver, by Act of said Holders
          delivered to the Company and the Trustee, the Company, when authorized
          by a Board Resolution, and the Trustee may (i) enter into an indenture
          or indentures supplemental hereto for the purpose of adding any
          provisions to or changing in any manner or eliminating any of the
          provisions of this Indenture or of modifying in any manner the rights
          of the Holders of Securities of such series under this Indenture or
          (ii) waive the application of any provision of this Indenture;
          provided,

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<PAGE>

          however, that no such supplemental indenture or waiver shall, without
          the consent of the Holder of each Outstanding Security affected
          thereby,

          9.2.1 change the Stated Maturity of the principal of, or any
                installment of principal of or interest on, any Security, or
                reduce the principal amount thereof or the rate of interest
                thereon or any premium payable upon the redemption thereof, or
                reduce the amount of the principal of any Security that would be
                due and payable upon a declaration of acceleration of the
                Maturity thereof pursuant to Section 5.3, or modify in any way
                the Company's obligation to pay Additional Amounts pursuant to
                Section 10.7 or change any Place of Payment where, or the coin
                or currency in which, any Security or any premium or interest
                thereon is payable, or impair the right to institute suit for
                the enforcement of any such payment on or after the Stated
                Maturity thereof (or, in the case of redemption, or repurchase
                on or after the Redemption Date or Repurchase Date), or

          9.2.2 change the terms of payment from, or control over, or release or
                reduce any collateral or security interest that may be created
                or provided pursuant to Section 10.6 or any supplemental
                indenture to secure the payment of principal, interest or
                premium, if any, under any Security, except as allowed under the
                terms of any such supplemental indenture, or

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

          9.2.4 modify any of the provisions of this Section, Section 5.14 or
                Section 10.9, except to increase any such percentage or to
                provide that certain other provisions of this Indenture cannot
                be modified or waived without the consent of the Holder of each
                Outstanding Security affected thereby, provided, however, that
                this clause shall not be deemed to require the consent of any
                Holder with respect to changes in the references to "the
                Trustee" and concomitant changes in this Section and Section
                10.9, or the deletion of this proviso, in accordance with the
                requirements of Section 6.11.

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

          It shall not be necessary for any Act of Holders under this Section to
          approve the particular form of any proposed supplemental indenture or
          waiver, but it shall be sufficient if such Act shall approve the
          substance thereof.

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<PAGE>

     9.3  Execution of Supplemental Indentures

          In executing, or accepting the additional trusts created by, any
          supplemental indenture or waiver permitted by this Article or the
          modifications thereby of the trusts created by this Indenture, the
          Trustee shall be entitled to receive, and (subject to Section 6.1)
          shall be fully protected in relying upon, in addition to the documents
          required by Section 1.2, an Opinion of Counsel stating that the
          execution of such supplemental indenture or waiver is authorized or
          permitted by this Indenture. The Trustee may, but shall not be
          obligated to, enter into any such supplemental indenture or waiver
          which affects the Trustee's own rights, duties or immunities under
          this Indenture or otherwise.

     9.4  Effect of Supplemental Indentures

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

     9.5  Conformity with Trust Indenture Act

          Every supplemental indenture executed pursuant to this Article shall
          conform to the requirements of the Trust Indenture Act.

     9.6  Reference in Securities to Supplemental Indentures

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

     9.7  Effect of Waiver

          A waiver shall be effective to waive compliance with the particular
          provision and for the particular instance for which the waiver was
          made and, until such waiver shall become effective, the obligations of
          the Company and the duties of the Trustee in respect of any such
          provision shall remain in full force and effect.

     9.8  Notice to Luxembourg Stock Exchange

          So long as any Securities of a series are listed on the Luxembourg
          Stock Exchange, the Company shall give notice to the Luxembourg Stock
          Exchange of any supplemental indenture or waiver of any covenant in
          regards such series effected pursuant to this Article 9.

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<PAGE>

10   Covenants

     10.1 Payment of Principal, Premium and Interest

          The Company will duly and punctually pay the principal of and any
          premium and interest (together with any Additional Amounts payable
          thereon) on the Securities in accordance with the terms of the
          Securities and this Indenture.

     10.2 Maintenance of Office or Agency

          With respect to any Global Security, and except as otherwise may be
          specified for such Global Security as contemplated by Section 3.1, the
          Corporate Trust Office of the Trustee shall be the Place of Payment
          where such Global Security may be presented or surrendered for payment
          or for registration of transfer or exchange, or where successor
          Securities may be delivered in exchange therefor; provided, however,
          that any such payment, presentation, surrender or delivery effected
          pursuant to the Applicable Procedures of the Depositary for such
          Global Security shall be deemed to have been effected at the Place of
          Payment for such Global Security in accordance with the provisions of
          this Indenture.

          With respect to any Securities that are not in the form of a Global
          Security, the Company will maintain in the Borough of Manhattan, The
          City of New York, an office or agency where Securities may be
          presented or surrendered for payment, where Securities may be
          surrendered for registration of transfer or exchange, and where
          notices and demands to or upon the Company in respect of the
          Securities (in this case, without regard to the form of the
          Securities) and this Indenture may be served. The Company will give
          prompt written notice to the Trustee of the location, and any change
          in the location, of such office or agency. If at any time the Company
          shall fail to maintain any such required office or agency or shall
          fail to furnish the Trustee with the address thereof, such
          presentations, surrenders, notices and demands may be made or served
          at the Corporate Trust Office of the Trustee, and the Company hereby
          appoints the Trustee as its agent to receive all such presentations,
          surrenders, notices and demands.

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

     10.3 Money for Security Payments To Be Held in Trust

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

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<PAGE>

          otherwise disposed of as herein provided and will promptly notify the
          Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for any
          series of Securities, it will, on the business day prior to each due
          date of the principal of or any premium or interest on any Securities
          of that series, deposit in Dollars with a Paying Agent in New York,
          New York a sum sufficient to pay such amount, such sum to be held as
          provided by the Trust Indenture Act, and (unless such Paying Agent is
          the Trustee) the Company will promptly notify the Trustee of its
          action or failure so to act.

          The Company will cause each Paying Agent for any series of Securities
          other than the Trustee to execute and deliver to the Trustee an
          instrument in which such Paying Agent shall agree with the Trustee,
          subject to the provisions of this Section, that such Paying Agent will
          (1) comply with the provisions of the Trust Indenture Act applicable
          to it as a Paying Agent and (2) during the continuance of any default
          by the Company (or any other obligor upon the Securities of that
          series) in the making of any payment in respect of the Securities of
          that series, upon the written request of the Trustee, forthwith pay to
          the Trustee all sums held in trust by such Paying Agent for payment in
          respect of the Securities of that series.

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

          Any money deposited with the Trustee or any Paying Agent, or then held
          by the Company, in trust for the payment of the principal of or any
          premium or interest on any Security of any series and remaining
          unclaimed for two years after such principal, premium or interest has
          become due and payable shall be paid to the Company on Company
          Request, or (if then held by the Company) shall be discharged from
          such trust; and the Holder of such Security shall thereafter, as an
          unsecured general creditor, look only to the Company for payment
          thereof, and all liability of the Trustee or such Paying Agent with
          respect to such trust money, and all liability of the Company as
          trustee thereof, shall thereupon cease; provided, however, that the
          Trustee or such Paying Agent, before being required to make any such
          repayment, may, at the expense of the Company, cause to be published
          once, in a newspaper published in the English language, customarily
          published on each Business Day and of general circulation in The City
          of New York, notice that such money remains unclaimed and that, after
          a date specified therein, which shall not be less than 30 days from
          the date of such publication, any unclaimed balance of such money then
          remaining will be repaid to the Company.

     10.4 Statement by Officers as to Default

          The Company will deliver to the Trustee, within 120 days after the end
          of each fiscal year of the Company ending after the date hereof, an
          Officers' Certificate, stating whether or not to the best knowledge of
          the signers thereof the Company is in default in

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<PAGE>

          the performance and observance of any of the terms, provisions and
          conditions of this Indenture (without regard to any period of grace or
          requirement of notice provided hereunder) and, if the Company shall be
          in default, specifying all such defaults and the nature and status
          thereof of which they may have knowledge.

          The Company will deliver to the Trustee, as soon as possible and in
          any event within 15 days after the Company becomes aware of the
          occurrence of any Event of Default or Illegality Event or an event
          which, with notice or the lapse of time or both, would constitute an
          Event of Default or Illegality Event, an Officers' Certificate setting
          forth the details of such Event of Default or Illegality Event or
          default and the action which the Company proposes to take with respect
          thereto.

     10.5 Reports by Company

          The Company (unless at the time no Outstanding Securities have been
          registered with the Commission pursuant to the Securities Act) shall
          file with the Trustee and the Commission, and transmit to Holders,
          such information, documents and other reports, and such summaries
          thereof, as may be required pursuant to the Trust Indenture Act at the
          times and in the manner provided pursuant to such Act.

          Notwithstanding that the Company may not be required to remain subject
          to the reporting requirements of Section 12, 13 or 15(d) of the
          Exchange Act, the Company will continue to file with the Commission
          and provide the Trustee with such annual reports and such information,
          documents and other reports (or copies of such portions of any of the
          foregoing as the Commission may by rules and regulations prescribe)
          which are specified in Sections 12, 13 and 15(d) of the Exchange Act.

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

     10.6 Limitation on Liens

          The Company will not create, incur, issue or assume any Indebtedness
          secured by any Lien, other than a Permitted Lien, without in any such
          case effectively providing that the Securities (together with, if the
          Company shall so determine, any other Indebtedness of the Company)
          shall be secured equally and ratably with or prior to such secured
          Indebtedness.

          For the purposes of this Section, the (i) giving of a guarantee which
          is secured by a Lien upon or in respect of any asset of the Company,
          and (ii) the creation of a Lien upon or in respect of any asset of the
          Company to secure Indebtedness which existed prior to the creation of
          such Lien, shall be deemed to involve the incurrence of Indebtedness
          in an amount equal to the principal amount of such Indebtedness
          effectively secured by such Lien.

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     10.7 Payment of Additional Amounts

          10.7.1     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 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 Brazil, such Successor Jurisdiction or any such
                     authority to be withheld or deducted. In the event of any
                     withholding or deduction for any Foreign Taxes, the Company
                     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 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 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 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;

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               (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 in respect of claims made against the
                    Company;

               (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 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 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
               Brazil), regulation (including proposed regulations) and
               administrative practice.

               The Company shall promptly provide the Trustee with
               documentation, if any, (which may consist of certified copies of
               such documentation) reasonably satisfactory to the Trustee
               evidencing the payment of Foreign Taxes in respect of which the
               Company 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.

               In respect of the Securities issued hereunder, at least 10 days
               prior to the first date of payment of interest on the Securities
               and at least 10 days prior to each date, if any, of payment of
               principal or interest thereafter if there has been any change
               with respect to the matters set forth in the below-mentioned
               Officers' Certificate, the Company shall furnish the Trustee and
               each Paying Agent with an Officers' Certificate instructing the
               Trustee and such Paying Agent as to whether such payment of
               principal of or any interest on such Securities shall be made
               without deduction or withholding for or on account of any tax,
               duty, assessment or other governmental charge. If any such
               deduction or withholding shall be required by Brazil or any
               Successor Jurisdiction or any authority therein having power to
               tax, then such certificate shall specify, by country, the amount,
               if any, required to be deducted or withheld on such payment to
               Holders of such Securities, and the Company shall pay or cause to

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               be paid to the Trustee or such Paying Agent Additional Amounts,
               if any, required by this Section. The Company agrees to indemnify
               the Trustee and each Paying Agent for, and to hold them harmless
               against, any loss, liability or expense reasonably incurred
               without negligence or bad faith on their part arising out of or
               in connection with actions taken or omitted by them in reliance
               on any Officers' Certificate furnished pursuant to this Section,
               the obligation of the Company to so indemnify being joint and
               several.

          10.7.2 The Company shall pay all stamp, issue, registration,
                 documentary or other similar duties, if any, which may be
                 imposed by Brazil or any other 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.

          10.7.3 The Company shall provide each Paying Agent and any withholding
                 agent under relevant tax regulations with copies of each
                 certificate received by the Company from a Holder of a Security
                 pursuant to the text of such Security. Each such Paying Agent
                 and withholding agent shall retain each such certificate
                 received by it for as long as any Security is outstanding and
                 in no event for less than four years after its receipt, and for
                 such additional period thereafter, as set forth in an Officers'
                 Certificate, as such certificate may become material in the
                 administration of applicable tax laws.

          10.7.4 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 withholding 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.
                 However, by making such assignment, the Holder makes no
                 representation or warranty that the Company will be entitled to
                 receive such claim for a refund or credit and incurs no other
                 obligation with respect thereto.

          10.7.5 All references in this Indenture and the Securities to
                 principal, premium or interest in respect of any Security shall
                 be deemed to mean and include all Additional Amounts, if any,
                 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. All references in this 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

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               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 this Section 10.7,
               and express mention of the payment of any Redemption Price or
               Repurchase Price, or any such other amount in any provision
               hereof 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.

     10.8 Indemnification of Judgment Currency

          The Company shall indemnify the Trustee and any Holder of a Security
          against any loss incurred by the Trustee or such Holder, as the case
          may be, as a result of any judgment or order being given or made for
          any amount due under this Indenture or such Security and being
          expressed and paid in a currency (the "Judgment Currency") other than
          Dollars, and as a result of any variation between (i) the rate of
          exchange at which the Dollar amount is converted into the Judgment
          Currency for the purpose of such judgment or order and (ii) the spot
          rate of exchange in The City of New York at which the Trustee or such
          Holder, as the case may be, on the date of payment of such judgment or
          order is able to purchase Dollars with the amount of the Judgment
          Currency actually received by the Trustee or such Holder. The
          foregoing indemnity shall constitute a separate and independent
          obligation of the Company and shall continue in full force and effect
          notwithstanding any such judgment or order as aforesaid. The term
          "spot rate of exchange" shall include any premiums and costs of
          exchange payable in connection with the purchase of, or conversion
          into, Dollars.

     10.9 Further Acts; Protection of Collateral

          The Company will take any action, satisfy any condition or do any
          thing (including the obtaining or effecting of any necessary consent,
          approval, authorization, exemption, filing, license, order, recording
          or registration) at any time required in accordance with the
          applicable laws and regulations to be taken, fulfilled or done in
          order (i) to enable it lawfully to enter into, exercise its rights and
          perform and comply with its obligations under the Securities, this
          Indenture and any supplemental indenture, as the case may be,
          including any security interest created thereby, (ii) to ensure that
          those obligations are legally binding and enforceable, (iii) to make
          the Securities, this Indenture and any supplemental indenture
          admissible in evidence in the courts of the State of New York and
          Brazil and (iv) to enable the Trustee to exercise and enforce its
          respective rights under this Indenture and any supplemental indenture
          and to carry out the terms, provisions and purposes of this Indenture
          and any supplemental indenture;

          The Company hereby designates the Trustee its agent and
          attorney-in-fact to execute any financing statement, continuation
          statement or other instrument required to be filed by the Company
          pursuant to this Section. Notwithstanding anything herein to the
          contrary, the Trustee shall have no duty as to maintaining, perfecting
          or collecting any collateral or security interest that may be created
          pursuant to any supplemental indenture.

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     10.10 Notice of Late Payment

          So long as any Security is Outstanding, the Company will forthwith
          upon request by the Trustee give notice to the Holders of Securities
          of any unconditional payment to the Trustee of any sum due in respect
          of the Securities made after the Business Day prior to the due date
          for such payment.

     10.11 Securities held by the Company

          So long as any Security is Outstanding, the Company will send to the
          Trustee, as soon as practicable after being so requested by the
          Trustee, an Officers' Certificate of the Company stating the aggregate
          principal amount of Securities held or beneficially owned, at the date
          of such certificate by or on behalf of the Company or any of its
          Subsidiaries. The Company will promptly notify the Trustee in writing
          when it or any of its Subsidiaries holds or beneficially owns
          Securities.

     10.12 Securities Issued or Outstanding

          So long as any Security is Outstanding, the Company will send to the
          Trustee within fourteen (14) days after any written request by the
          Trustee, an Officers' Certificate confirming the aggregate principal
          amount of Securities issued and/or Outstanding under this Indenture.

     10.13 Status of Securities

          The Company will ensure that the Securities will rank at least pari
          passu with any current and future unsecured and unsubordinated
          Indebtedness of the Company.

     10.14 Maintenance of Good Standing

          The Company will do or cause to be done all things necessary to
          preserve and keep in full force and effect its existence. The Company
          will comply with all laws, regulations, rules and orders of Brazil, or
          any political subdivision thereof, which apply to its existence,
          property and business, including applicable environmental and labor
          laws, except to the extent such failure to comply would not
          individually or in the aggregate have a material adverse effect on the
          general affairs, business, prospects, management, financial position,
          stockholder's equity or results of operations of the Company.

     10.15 Maintenance of Properties

          The Company will cause all properties that are material to the conduct
          of its business to be maintained and kept in good condition, repair
          and working order and supplied with all necessary equipment and will
          cause to be made all necessary repairs, renewals, replacements,
          betterments and improvements thereof, all as in the judgment of the
          Company may be necessary so that the business carried on in connection
          therewith may be properly and advantageously conducted at all times;
          provided, however, that nothing in this Section shall prevent the
          Company from discontinuing the operation or maintenance of any of such
          properties if such discontinuance is, in the judgment of the Company,
          desirable in the conduct of its business and not disadvantageous in
          any material respect to the Holders of Securities. The Company will
          cause all of its properties and its business to be insured against all
          damages, claims, interruptions and loss encountered in the normal
          course of business.

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     10.16 Payment of Taxes

          The Company will pay or discharge or cause to be paid or discharged,
          before the same shall become delinquent, all taxes, assessments and
          governmental charges levied or imposed upon the Company or upon the
          income, profits or property of the Company (the "Taxes") which, if
          unpaid, might by law become a Lien upon the property of the Company;
          provided, however, that (x) the Company shall not be required to pay
          or discharge or cause to be paid or discharged any such tax,
          assessment, charge or claim whose amount, applicability or validity is
          then-currently being contested in good faith by appropriate
          proceedings and (y) the Company shall be in compliance with this
          Section 10.16 if the individual or the aggregate amount of the Taxes
          not paid would not have a material adverse effect on the ability of
          the Company to comply with its obligations under this Indenture.

11   Redemption of Securities

     11.1 Right of Redemption

          11.1.1 The Securities of any series which are redeemable before their
                 Stated Maturity may not be redeemed at the election of the
                 Company except in accordance with their terms and (except as
                 otherwise specified as contemplated by Section 3.1 for such
                 Securities) in accordance with the provisions of this Article.

          11.1.2 The election of the Company to redeem any Securities shall be
                 evidenced by a Board Resolution. In case of any redemption at
                 the election of the Company, the Company shall, at least 45
                 days prior to the Redemption Date fixed by the Company, notify
                 the Trustee of such Redemption Date, of the principal amount of
                 Securities of such series to be redeemed and, if applicable, of
                 the tenor of the Securities specified therefor in the
                 Securities of a series to be redeemed.

          11.1.3 If, as a result of any amendment to, or change in, the laws (or
                 any rules or regulation thereunder) of 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 the date specified therefor in
                 the Securities of a series, the Company would be obligated to
                 pay Additional Amounts in respect of the Securities of such
                 series pursuant to the terms and conditions thereof in excess
                 of those attributable to Brazilian withholding tax on the basis
                 of a statutory rate of 15%, and if such obligation cannot be
                 avoided by the Company after taking measures the Company
                 considers reasonable to avoid it, then, at the Company's
                 option, the Securities of such series may be redeemed in whole,
                 but not in part, at any time, on giving not less than 30 nor
                 more than 60 days' notice to the Holders of such Securities, at
                 a Redemption Price equal to 100% of the principal amount
                 thereof and any premium applicable thereto, together with
                 accrued interest up to but not including the Redemption Date
                 and any Additional Amounts which would otherwise be payable;
                 provided, however, that (1) no notice of such redemption may be

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                 given earlier than 90 days prior to the earliest date on which
                 the Company would but for such redemption be obligated to pay
                 such Additional Amounts were a payment on such Securities then
                 due, and (2) at the time such notice is given, such obligation
                 to pay such Additional Amounts remains in effect.

          11.1.4 Before any notice of redemption pursuant to Section 11.1.3 is
                 given to the Trustee or the Holders of Securities of the
                 relevant series, the Company shall deliver to the Trustee (i)
                 an Officers' Certificate stating that the Company is entitled
                 to effect such redemption and setting forth a statement of
                 facts showing that the condition or conditions precedent to the
                 right of the Company so to redeem have occurred or been
                 satisfied and (ii) an Opinion of Counsel to the effect that the
                 Company has or shall become obligated to pay such Additional
                 Amounts as a result of such change or amendment. Such notice,
                 once given to the Trustee, shall be irrevocable.

     11.2 Notice of Redemption

          Notice of redemption shall be given by first-class mail, postage
          prepaid, mailed not less than 30 nor more than 60 days prior to the
          Redemption Date, to each Holder of Securities to be redeemed, at his
          address appearing in the Security Register.

          All notices of redemption shall state:

          11.2.1 the Redemption Date,

          11.2.2 the Redemption Price and amount of accrued interest, if any,

          11.2.3 that on the Redemption Date the Redemption Price and any
                 accrued interest shall become due and payable upon each
                 Security to be redeemed and that interest thereon shall cease
                 to accrue on and after said date,

          11.2.4 the conversion rate (if applicable), the date on which the
                 right to convert the Securities to be redeemed shall terminate
                 and the place or places where such Securities may be
                 surrendered for conversion,

          11.2.5 the place or places where such Securities are to be surrendered
                 for payment of the Redemption Price and any accrued interest,
                 and

          11.2.6 applicable CUSIP or ISIN Numbers.

          Notice of redemption of Securities to be redeemed at the election of
          the Company shall be given by the Company or, at the Company's
          request, by the Trustee in the name and at the expense of the Company,
          and such notice, when given to the Holders, shall be irrevocable.

     11.3 Deposit of Redemption Price

          On the Business Day prior to any Redemption Date, the Company shall
          deposit with the Trustee or with a Paying Agent (or, if the Company is
          acting as its own Paying Agent, segregate and hold in trust as
          provided in Section 10.3) an amount of money sufficient to pay the
          Redemption Price of, and (except if the Redemption Date shall be an
          Interest

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          Payment Date) accrued interest on, all the Securities which are to be
          redeemed on that date.

     11.4 Securities Payable on Redemption Date

          Notice of redemption having been given as aforesaid, the Securities so
          to be redeemed shall, on the Redemption Date, become due and payable
          at the Redemption Price therein specified, and from and after such
          date (unless the Company shall default in the payment of the
          Redemption Price and accrued interest) such Securities shall cease to
          bear interest. Upon surrender of any such Security for redemption in
          accordance with said notice, such Security shall be paid by the
          Company to the Person in whose name such Security is registered at the
          Redemption Price, together with accrued interest to the Redemption
          Date; provided, however, that installments of interest whose Stated
          Maturity is on or prior to the Redemption Date shall be payable to the
          Holders of such Securities, or one or more Predecessor Securities,
          registered as such at the close of business on the relevant Record
          Dates according to their terms and the provisions of Section 3.6.

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

     11.5 Securities Redeemed in Part

          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

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          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
          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.

12   DEFEASANCE AND COVENANT DEFEASANCE

     12.1 Company's Option to Effect Defeasance or Covenant Defeasance.

          The Company may elect, at its option at any time, to have Section 12.2
          or Section 12.3 applied to any Securities or any series of Securities
          designated pursuant to Section 3.1 as being defeasible pursuant to
          such Section 12.2 or 12.3, 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.

     12.2 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 shall be deemed to have been discharged from its 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
          12.4 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 12.4 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
          Company's obligations 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 Twelve. Subject to compliance with this Article, the
          Company may exercise its option to have this Section 12.2 applied to
          any Securities notwithstanding the prior exercise of its option to
          have Section 12.3 applied to such Securities.

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     12.3 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 shall 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 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 12.4 are
          satisfied (hereinafter called "Covenant Defeasance"). For this
          purpose, such Covenant Defeasance means that, with respect to such
          Securities, the Company may omit to comply with and shall have no
          liability in respect of any term, condition or limitation set forth in
          any such 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.

     12.4 Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to the application of Section
          12.2 or Section 12.3 to any Securities or any series of Securities, as
          the case may be:

          12.4.1 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,

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                 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.

          12.4.2 In the event of any election to have Section 12.2 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
                 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.

          12.4.3 In the event of an election to have Section 12.3 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.

          12.4.4 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).

          12.4.5 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).

          12.4.6 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 is a party
                 or by which it is bound.

          12.4.7 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.

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<PAGE>

          12.4.8 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.

     12.5 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 12.4 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 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 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 12.4, 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
          12.4 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.

     12.6 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 has been discharged or released pursuant to Section 12.2
          or 12.3 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
          makes any payment of principal of or any premium or interest on any
          such Security following such reinstatement of its obligations, the
          Company 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.

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<PAGE>

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

In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed, as of the day and year first above written.

Executed as a DEED by

COMPANHIA VALE DO RIO DOCE,
as Issuer


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


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


JPMORGAN CHASE BANK,
as Trustee


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

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<PAGE>

           Certain Sections of this Indenture relating to Section 310
           through 318, inclusive, of the Trust Indenture Act of 1939:

TRUST INDENTURE
ACT SECTION                                                    INDENTURE SECTION

(S)310(a)(1).................................................................6.9
      (a)(2).................................................................6.9
      (a)(3)......................................................Not Applicable
      (a)(4)......................................................Not Applicable
      (a)(5).................................................................6.9
      (b)....................................................................6.8
         ...................................................................6.10

(S)311(a)...................................................................6.13
      (b)...................................................................6.13

(S)312(a)....................................................................7.1
         ....................................................................7.2
      (b)....................................................................7.2
      (c)....................................................................7.2

(S)313(a)....................................................................7.3
      (b)....................................................................7.3
      (c)(1).................................................................7.3
      (c)(2).................................................................7.3
      (c)(3).................................................................7.3
      (d)....................................................................7.3

(S)314(a)...................................................................10.5
      (b)...................................................................10.5
      (c)...................................................................10.5
      (d)...................................................................10.5

(S)315(a)....................................................................6.1
      (b)....................................................................6.2
      (c)....................................................................6.1
      (d)....................................................................6.1
      (e)...................................................................5.15

(S)316(a)(1)(A).............................................................5.13
      (a)(1)(B).............................................................5.14
      (a)(2)......................................................Not Applicable
      (b)....................................................................5.9
      (c)....................................................................1.4

(S)317(a)(1).................................................................5.4
      (a)(2).................................................................5.5
      (b)...................................................................10.3

(S)318(a) ...................................................................1.7

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of this Indenture.

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