<PAGE>

                                                                     EXHIBIT 4.2

                         NORTHROP GRUMMAN CORPORATION

                             Officers' Certificate
                             ---------------------


         Each of the undersigned officers of Northrop Grumman Corporation, a
Delaware corporation (the "Company"), does hereby certify as follows:

                  1. Each of the undersigned has read Sections 201, 301 and 303
         of the Indenture, dated as of November 21, 2001 (the "Indenture"),
         between the Company and JPMorgan Chase Bank, as Trustee (the
         "Trustee"), and the definitions in such Indenture relating thereto and
         has reviewed such other corporate documents and records relating to the
         matters referred to herein, and, in the opinion of the undersigned, has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion on the matters set forth below.

                  2. The terms of the series of Securities of the Company
         entitled the "5.25% Senior Notes due 2006" (the "Notes") to be issued
         under the Indenture are hereby established pursuant to resolutions duly
         adopted by the Board of Directors of the Company on October 22, 2001
         and are set forth in Annex A, and in Exhibits A-E hereto.

                  3. All conditions precedent provided for in the Indenture
         relating to the establishment and original issuance, authentication and
         delivery of the Notes have been complied with.

                  4. In the opinion of the undersigned, Section 301 of the
         Indenture has been complied with in the establishment of the terms of
         the Notes.

                           [Signature page follows]
<PAGE>

         IN WITNESS WHEREOF, each of the undersigned has executed this Officers'
Certificate as of this 21st day of November, 2001.


                                       /s/ John H. Mullan
                                       -----------------------------------
                                       John H. Mullan
                                       Corporate Vice President and Secretary


                                       /s/ David H. Strode
                                       -----------------------------------
                                       David H. Strode
                                       Assistant Treasurer


                                       2
<PAGE>

ANNEX A

                                      To
                             Officers' Certificate
                             ---------------------


         Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Indenture or the Purchase Contract Agreement (the
"Purchase Contract Agreement," attached as Exhibit A hereto) between the Company
and JPMorgan Chase Bank, as Purchase Contract Agent (the "Purchase Contract
Agent"), dated as of November 21, 2001.

         The series of Securities authorized hereby shall be the "5.25% Senior
Notes due 2006" of the Company (the "Notes").

         The aggregate principal amount of Notes that may be authenticated and
delivered under the Indenture in accordance with this Officers' Certificate is
initially limited to $600,000,000, subject to increase to $690,000,000 in case
of the exercise of the over-allotment option under the Underwriting Agreement,
except for Notes authenticated and delivered upon registration of, transfer of,
or in exchange for, other Notes pursuant to Sections 304, 305, 906 or 1107 of
the Indenture and or any Notes which, pursuant to Section 303, are deemed never
to have been authenticated and delivered under the Indenture; provided, however,
that the Company may, without the consent of Holders of the Notes, create and
issue additional Notes ranking equally with the Notes and otherwise similar in
all respects so that such further Notes would be consolidated and form a single
series of the Notes.

         Subject to the terms and conditions set forth in the form of Note
(attached as Exhibit B hereto), the Notes will mature on November 16, 2006. The
Notes will initially pay interest at the annual rate of 5.25% on each February
16, May 16, August 16 and November 16, commencing on February 16, 2002, for
quarterly payments due on or before August 16, 2004. If the Notes are
successfully remarketed pursuant to the terms set forth in the Remarketing
Agreement (the "Remarketing Agreement," attached as Exhibit C hereto) between
the Company, the Remarketing Agent and the Purchase Contract Agent, the
Remarketing Agent will reset the interest rate on the Notes (including Notes not
participating in the remarketing) and the Notes will thereafter pay interest at
the annual rate equal to the Reset Rate. If the Notes are not successfully
remarketed prior to the Stock Purchase Date, the Notes will continue to pay
interest at the initial annual rate of 5.25%. The Notes are not redeemable prior
to their stated maturity except as described below.

         The amount of interest payable for any period will be computed (1) for
any full quarterly period, on the basis of a 360-day year of twelve 30-day
months, (2) for any period shorter than a full quarterly period, on the basis of
a 30-day month and (3) for periods of less than a month, on the basis of the
actual number of days elapsed per 30-day month. Notwithstanding Section 113 of
the Indenture, in the event that any date on which interest is payable on the
Notes is not a Business Day, the payment of the interest payable on that date
will be made on the next succeeding day that is a Business Day, without any
interest or other payment in respect of the delay, except that, if the Business
Day is in the next succeeding calendar year, then the payment will be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on the scheduled payment date.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal thereof may be declared, and upon such
declaration shall become,

                                      A-1
<PAGE>

due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         Each Note will initially be pledged to secure the Holder's obligations
under the Purchase Contract, pursuant to the terms and conditions set forth in
the Pledge Agreement ("Pledge Agreement," attached as Exhibit D hereto) among
the Company, the Purchase Contract Agent and The Bank of New York, as Collateral
Agent, Custodial Agent and Securities Intermediary, dated as of November 21,
2001.

         The Notes held by each Holder of a Normal Unit will be subject to a
remarketing, unless the Holder elects not to participate in the remarketing, in
accordance with the terms and conditions set forth in the Purchase Contract
Agreement.

         On or prior to the fourth Business Day immediately preceding the first
day of a Remarketing Period, Holders of Notes that are not components of Normal
Units may elect to have their Notes remarketed in the same manner as Notes that
are components of Normal Units by delivering their Notes along with a notice of
this election (substantially in the form of Exhibit C to the Pledge Agreement)
to the Custodial Agent prior to the beginning of a Remarketing Period, but no
earlier than the Payment Date immediately preceding August 16, 2004. The
Collateral Agent will hold the Notes in an account separate from the Collateral
Account in which the pledged Notes will be held. Holders of Notes electing to
have their Notes remarketed will also have the right to withdraw that election
on or prior to the fifth Business Day immediately preceding the first day of the
relevant Remarketing Period.

         If a Tax Event occurs and is continuing, the Company may, at its
option, redeem the Notes in whole, but not in part, at any time at the
Redemption Price (as defined in the Purchase Contract Agreement). The Company
shall give the Trustee written notice of the Redemption Price promptly after the
calculation thereof. Installments of interest on Notes which are due and payable
on or prior to the Tax Event Redemption Date will be payable to Holders of the
Notes registered as such at the close of business on the relevant record dates.
If, following the settlement of the Purchase Contracts and following the
occurrence of a Tax Event, the Company exercises its option to redeem the Notes,
the proceeds of the redemption will be payable in cash to the Holders of the
Notes. If the Tax Event Redemption occurs prior to a successful remarketing of
the Notes, the Redemption Price for the Notes forming part of Normal Units at
the time of the Tax Event Redemption will be distributed to the Collateral
Agent, who in turn will purchase the applicable Treasury Portfolio on behalf of
the Holders of Normal Units and remit the remainder of the Redemption Price, if
any, to the Purchase Contract Agent for payment to the Holders. The Treasury
Portfolio will be substituted for corresponding Notes and will be pledged to the
Collateral Agent to secure the obligations of the Holders of the Normal Units to
purchase shares of the Company's Common Stock under the Purchase Contracts.

         Notice of any Tax Event Redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each registered Holder of
Notes to be redeemed at its registered address. If money sufficient to pay the
Redemption Price is deposited on or before the Redemption Date and the other
conditions set forth in the Indenture are satisfied, then on and after such
date, interest will cease to accrue on the Notes called for redemption. In the
event any Notes are called for redemption, neither the Company nor the Trustee
will be required to register the transfer of or exchange the Notes to be
redeemed.

                                      A-2
<PAGE>

         If a Last Failed Remarketing occurs, Holders of Notes shall have the
right (the "Put Option") to put any such Notes to the Company on the Stock
Purchase Date (the "Put Option Exercise Date"), upon at least three Business
Days prior notice, for $100, plus accrued and unpaid interest to the Put Option
Exercise Date (the "Note Repayment Price").

         In order for the Notes to be repurchased on the Put Option Exercise
Date, the Trustee must receive on or prior to 5:00 P.M., New York City time, on
the third Business Day immediately preceding the Put Option Exercise Date, at
its Corporate Trust Office, (i) in the case of Notes that are in certificated
form, the Notes to be repurchased with the form attached hereto as Exhibit E
(the "Option Form") duly completed, or (ii) in the case of Notes which are
Global Securities, the Option Form duly completed. Any such notice received by
the Trustee shall be irrevocable. All questions as to the validity, eligibility
(including time of receipt) and acceptance of the Notes for repayment shall be
determined by the Company, whose determination shall be final and binding.

         Payment of the Note Repayment Price to or on behalf of Holders of
Separate Notes shall be made either through the Trustee, subject to the
Trustee's receipt of payment from the Company in accordance with the terms of
the Indenture or through the Company acting as Paying Agent, no later than 12:00
noon, New York City time, on the Put Option Exercise Date, and to such account
as may be designated by such Holders. Payment of the Note Repayment Price to or
on behalf of Holders of Pledged Notes shall be made on behalf of the Holder to
the Collateral Agent. If the Trustee holds immediately available funds
sufficient to pay the Note Repayment Price of the Notes for which the Put Option
is exercised then, immediately prior to the close of business on the Business
Day immediately preceding the Put Option Exercise Date, such Notes will cease to
be Outstanding and interest thereon will cease to accrue, and all other rights
of the Holder in respect of the Notes, including the Holder's right to require
the Company to repay such Notes, shall terminate and lapse (other than the right
to receive the Note Repayment Price upon delivery of the Notes if the Notes are
in certificated form, but without interest on such Note Repayment Price from the
Business Day immediately preceding the Put Option Exercise Date). Neither the
Trustee nor the Company will be required to register the transfer of any Notes
for which repayment has been elected.

         Notes that are released from the pledge following substitution or early
settlement will be issued in the form of one or more global certificates,
referred to as "Global Securities," registered in the name of the Depositary or
its nominee. Except as provided below and except upon recreation of Normal
Units, owners of beneficial interests in such a Global Security will not be
entitled to receive physical delivery of Notes in certificated form and will not
be considered the Holders (as defined in the Indenture) thereof for any purpose
under the Indenture, and no Global Security representing Notes shall be
exchangeable, except for another Global Security of like denomination and tenor
to be registered in the name of the Depositary or its nominee or a successor
Depositary or its nominee. Accordingly, each beneficial owner must rely on the
procedures of the Depositary or if such person is not a participant, on the
procedures of the participant through which such person owns its interest to
exercise any rights of a Holder under the Indenture. The Depository Trust
Company shall be the initial Depositary.

         In the event that: (1) the Depositary notifies the Company that it is
unwilling or unable to continue as a Depositary for the Global Security
certificates and no successor Depositary has been appointed within 90 days after
this notice, (2) the Depositary at any time ceases to

                                      A-3
<PAGE>

be a Depositary registered under the Securities Exchange Act at which time the
Depositary is required to be so registered to act as the Depositary and no
successor Depositary has been appointed within 90 days after the Company learns
that the Depositary has ceased to be so registered, (3) the Company determines
in its sole discretion that it will no longer have the Notes represented by
Global Securities or permit any the Global Security certificates to be so
exchangeable or (4) an Event of Default under the Indenture has occurred and is
continuing, the Company will execute, and subject to Article 3 of the Indenture,
the Trustee , upon written notice from the Company, will authenticate and
deliver the Notes in definitive registered form without coupons, in authorized
denominations and in an aggregate principal amount of the Global Security in
exchange for such Global Security.

         Upon exchange of the Global Security for such Notes in definitive
registered form without coupons, in authorized denominations, the Global
Security shall be cancelled by the Trustee. Such Notes in definitive registered
form issued in exchange for the Global Security shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for
delivery to the persons in whose names such Notes are so registered.

         The principal of and interest on the Notes shall be payable at the
Corporate Trust Office of the Trustee; provided, however, 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 it shall appear in the Security Register or by
wire transfer to an account in the United States designated to the Trustee by a
prior written notice by such Person delivered at least five Business Days prior
to the applicable Interest Payment Date.

         The Notes will be issued in denominations of $100 and integral
multiples of $100.

         The Notes shall not have the benefit of a sinking fund and shall not be
exchangeable into shares of the Company's Common Stock.

         The provisions of Section 1302 (defeasance) and 1303 (covenant
defeasance) of the Indenture shall apply to the Notes.

                                      A-4
<PAGE>

                                   Exhibit A

                          Purchase Contract Agreement


                                       1
<PAGE>

                                   Exhibit B

                                 Form of Note

[For inclusion in Global Securities only - Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer (as defined below) 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.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED IN WHOLE OR IN PART FOR, A SECURITY REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                         NORTHROP GRUMMAN CORPORATION
                          5.25% Senior Note due 2006


Number: __                                                   CUSIP NO.: ______




          Northrop Grumman Corporation, a Delaware corporation (the "Issuer",
which term includes any successor corporation under the Indenture hereafter
referred to), for value received, hereby promises to pay to [For inclusion in
Global Securities only - Cede & Co.] or registered assigns, the principal sum of
____________ [For inclusion in Global Securities and Pledged Notes only - or
such other principal sum as is reflected in the Schedule of Increases or
Decreases attached hereto] on November 16, 2006, and to pay interest thereon at
5.25% per annum (the "Interest Rate"), from November 21, 2001, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly in arrears on February 16, May 16, August 16 and November 16 of
each year, commencing February 16, 2002 through and including November 16, 2004,
and at the Reset Rate thereafter. The amount of interest payable for any period
will be computed (1) for any full quarterly period on the basis of a 360-day
year of twelve 30-day months and (2) for any period shorter than a full
quarterly period, on the basis of a 30-day month and (3) for periods of less
than a month, on the basis of the actual number of days elapsed per 30-day
month. Notwithstanding Section

                                       1
<PAGE>

113 of the Indenture, in the event that any date on which interest is payable on
this Note is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if the
Business Day is in the next succeeding calendar year, then the payment will be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such Interest Payment Date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the Regular Record Date for such interest
installment which in the case of a Global Security or a Pledged Note shall be
the Business Day next preceding such Interest Payment Date and in the case of
all other Notes, shall be the fifteenth calendar day preceding such Interest
Payment Date. Any such interest installment not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease to be payable to the
registered Holders on such Regular Record Date and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date to be fixed by the Trustee for
the payment of such Defaulted Interest, notice whereof shall be given to the
registered Holders of this series of Notes not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes may be listed, and upon such notice as may be required by such
exchange all as more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Note shall be payable at the office or
agency of the Issuer maintained for that purpose in the Borough of Manhattan,
the City of New York, in any coin or currency of the United States of America
that at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the Person entitled thereto at such address as
shall appear in the Security Register or by wire transfer to an account in the
United States designated to the Trustee by a prior written notice by such Person
delivered at least five Business Days prior to the applicable Interest Payment
Date.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been executed by the Trustee
under the Indenture referred to on the reverse hereof by manual signature.

                           [Signature page follows]

                                       2
<PAGE>

          IN WITNESS WHEREOF, Northrop Grumman Corporation has caused this
instrument to be signed by one of its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

                                       NORTHROP GRUMMAN CORPORATION



                                       By:    ______________________________
                                       Name:  ______________________________
                                       Title: ______________________________



ATTEST:

_______________________________
Name: _________________________
Its.  _________________________


                         CERTIFICATE OF AUTHENTICATION


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

Dated:


JPMORGAN CHASE BANK, as Trustee



By: ___________________________________
            Authorized Officer

                                       3
<PAGE>

                               [REVERSE OF NOTE]

                         NORTHROP GRUMMAN CORPORATION

                          5.25% Senior Note due 2006


     This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture dated as of November 21, 2001 (herein called
the "Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase
Bank, as Trustee (herein called the "Trustee"), as supplemented by an Officers'
Certificate dated November 21, 2001 (the "Officers' Certificate"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any) and may otherwise vary as provided
in the Indenture.

     This Note is one of a series designated as the 5.25% Senior Notes due 2006
(the "Notes") of the Issuer. The Notes are initially limited in aggregate
principal amount of $600,000,000, subject to increase to $690,000,000 in case of
the exercise of the over-allotment option under the Underwriting Agreement;
provided, however, that the Issuer may, without the consent of the Holders of
the Notes, create and issue additional notes ranking equally with the Notes and
otherwise similar in all respects so that such further notes would be
consolidated and form a single series of the Notes.

     [For inclusion in Global Securities only - Except as otherwise provided in
the Indenture, this Note will be issued in global form only registered in the
name of The Depository Trust Company ("DTC") or its nominee. This Note will not
be issued in definitive form, except as otherwise provided in the Indenture, and
ownership of this Note shall be maintained in book-entry form by the DTC for the
accounts of participating organizations of the DTC.]

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

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver

                                       4
<PAGE>

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 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 as Trustee and offered the Trustee reasonable indemnity, 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 Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note in
the manner, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes are issuable only in registered form without coupons in
denominations of $100 and any integral multiple thereof at the office or agency
of the Issuer in the Borough of Manhattan, The City of New York, or at such
other locations as the Issuer may from time to time designate, and in the manner
and subject to the limitations provided in the Indenture, but without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         The Notes shall be redeemable in whole, but not in part, at any time at
the option of the Issuer if a Tax Event occurs and is continuing (a "Redemption
Date"), at a redemption price equal to the Redemption Amount, plus accrued and
unpaid interest, if any, to the Redemption Date. The Redemption Amount will be
calculated assuming a 360-day year consisting of twelve 30-day months.
Notwithstanding the foregoing, installments of interest on Notes that are due
and payable on an Interest Payment Date falling on or prior to the Redemption
Date will be payable to the Holders of such Notes registered as such at the
close of business on the relevant record date according to the terms and the
provisions of the Indenture.

         Subject to the terms of the Purchase Contract Agreement (the "Purchase
Contract Agreement") between the Issuer and JPMorgan Chase Bank, as Purchase
Contract Agent (the "Purchase Contract Agent"), dated as of November 21, 2001
and the Pledge Agreement dated as of November 21, 2001 among the Company, the
Purchase Contract Agent and The Bank of New York, as Collateral Agent, Custodial
Agent and Securities Intermediary, (the "Pledge Agreement"), the Redemption
Price shall be paid to or on behalf of each Holder of the Notes by the Issuer,
no later than 12:00 noon, New York City time, on the Redemption Date, by

                                       5
<PAGE>

check or wire transfer in immediately available funds, at such place and to such
account as may be designated by each such Holder, or to the Collateral Agent.

         "Redemption Amount" means in the case of a Tax Event Redemption
occurring prior to a successful remarketing of the Notes, for each Note the
product of the principal amount of the Note and a fraction whose numerator is
the Treasury Portfolio Purchase Price and whose denominator is the aggregate
Outstanding principal amount of Notes, and in the case of a Tax Event Redemption
occurring after a successful remarketing of the Notes, the Stated Amount of the
Notes.

         "Remarketing Agent" means a nationally recognized investment banking
firm chosen by the Issuer to determine the Reset Rate.

         "Reset Rate" means the lowest interest rate per annum (rounded to the
nearest one-thousandth (0.001) of one percent per annum), as determined by the
Remarketing Agent, that the Notes shall bear in order for the Notes to have a
market value at the Remarketing Date or any Subsequent Remarketing Date, as the
case may be, of 100.5% of the Remarketing Value, assuming, for this purpose,
even if not true, that all of the Notes are held as components of Normal Units
and will be remarketed; provided, however, that if there has been a Failed
Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the
Notes are successfully remarketed pursuant to the Purchase Contract Agreement
and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have
occurred, the principal of the Notes is paid or made available for payment.

         "Tax Event" means the receipt by the Issuer of an opinion of a
nationally recognized tax counsel experienced in such matters to the effect that
there is more than an insubstantial risk that interest payable by the Issuer on
the Notes on the next interest payment date would not be deductible, in whole or
in part, by the Issuer for United States federal income tax purposes as a result
of any amendment to, change in, or announced proposed change in, the laws, or
any regulations thereunder, of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, any amendment to or
change in an official interpretation or application of any such law or
regulations by any legislative body, court, governmental agency or regulatory
authority or any official interpretation or pronouncement that provides for a
position with respect to any such laws or regulations that differs from the
generally accepted position as of the date of the Purchase Contract Agreement
which amendment, change, or proposed change is effective or which interpretation
or pronouncement is announced on or after such date.

         "Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by a primary United States government securities dealer in The City of
New York to the Quotation Agent on the third Business Day immediately preceding
the Redemption Date for the purchase of the Treasury portfolio for settlement on
the Redemption Date.

         Notice of any redemption must be given at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Notes to be redeemed
at its registered address. If money sufficient to pay the Redemption Amount (or
portion thereof) to be redeemed on the Redemption Date is deposited on or before
the Redemption Date and the other conditions set forth in the Indenture are
satisfied, then on and after such date, interest will cease to accrue on the
Notes called for redemption.

                                       6
<PAGE>

     If a Last Failed Remarketing occurs, Holders of Notes shall have the right
(the "Put Option") to put any such Notes to the Issuer on the Stock Purchase
Date (the "Put Option Exercise Date"), upon at least three Business Days prior
notice, for $100, plus accrued and unpaid interest to the Put Option Exercise
Date (the "Note Repayment Price").

     In order for the Notes to be repurchased on the Put Option Exercise Date,
the Trustee must receive on or prior to 5:00 P.M., New York City time, on the
third Business Day immediately preceding the Put Option Exercise Date, at its
Corporate Trust Office, (i) in the case of Notes that are in certificated form,
the Notes to be repurchased with the Option to Elect Repayment form attached
hereto (the "Option Form") duly completed, or (ii) in the case of Notes which
are Global Securities, the Option Form duly completed. Any such notice received
by the Trustee shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and acceptance of the Notes for
repayment shall be determined by the Issuer, whose determination shall be final
and binding. The payment of the Note Repayment Price in respect of such Notes
shall be made no later than 12:00 noon, New York City time, on the Put Option
Exercise Date.

     The Notes are not entitled to any sinking fund.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, or at such other locations as the Issuer may from time to time designate,
a new Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith. In the event any
Notes are called for redemption, neither the Issuer nor the Trustee will be
required to register the transfer of or exchange the Notes to be redeemed.

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

     No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration of the issue hereof.

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

     Terms used herein which are defined in the Indenture, the Purchase Contract
Agreement or the Pledge Agreement shall have the respective meanings assigned
thereto in the Indenture, the Purchase Contract Agreement or the Pledge
Agreement

                                       7
<PAGE>

                                   ASIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns) and
transfer(s) unto:


________________________________________________________________________________
(Please insert social security or other identifying number of assignee)


________________________________________________________________________________
(Please insert social security or other identifying number of assignee)



the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Issuer, with full power of substitution in the premises.

Dated:  ________________   Signed:  __________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without alteration
or enlargement or any change whatsoever.


Signature Guarantee

                                       8
<PAGE>

            [TO BE ATTACHED TO GLOBAL SECURITIES AND PLEDGED NOTES]

                      SCHEDULE OF INCREASES OR DECREASES

The following increases or decreases in this [Global Security] [Pledged Note]
have been made:


        Amount of                          Principal
       increase in                       amount of Note
        principal         Amount of       evidenced by
        amount of        decrease in      the [Global
           Note       principal amount     Security]
       evidenced by        of Note       [Pledged Note]
       the [Global    evidenced by the   following such  Signature of authorized
        Security]     [Global Security]   decrease or     officer of Trustee or
 Date [Pledged Note]   [Pledged Note]       increase      Securities Custodian

                                       9
<PAGE>

                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Issuer to, in
the event of a Last Failed Remarketing, repay $100 principal amount of the _____
aggregate principal amount of Notes held by the undersigned, pursuant to its
terms, on the "Put Option Exercise Date," together with any interest thereon
accrued but unpaid to the date of repayment, to the undersigned at:

(Please print or type Name and Address of the Undersigned)

and [insert if Note is in certificated form only - to issue to the undersigned,
pursuant to the terms of the Indenture, a new Note or Notes representing the
remaining aggregate principal amount of the undersigned's Notes].

For this Option to Elect Repayment to be effective, [insert if Note is in
certificated form only - the undersigned's Notes, with] this Option to Elect
Repayment form duly completed, must be received by the Trustee at JPMorgan Chase
Bank, 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, Attn:
Institutional Trust Services, no later than 5:00 p.m. at least three Business
Days prior to November 16, 2004.

Dated: ___________________        Signature: ___________________________________

                                  Signature Guarantee: _________________________

Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the Notes for which the Put Option is being
exercised in every particular without alteration or enlargement or any change
whatsoever.

                                      10
<PAGE>

                                   Exhibit C

                         Form of Remarketing Agreement
<PAGE>

                                   Exhibit D

                               Pledge Agreement
<PAGE>

                                   Exhibit E

                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Issuer to, in
the event of a Last Failed Remarketing, repay $100 principal amount of the _____
aggregate principal amount of Notes held by the undersigned, pursuant to its
terms, on the "Put Option Exercise Date," together with any interest thereon
accrued but unpaid to the date of repayment, to the undersigned at:

(Please print or type Name and Address of the Undersigned)

and [insert if Note is in certificated form only - to issue to the undersigned,
pursuant to the terms of the Indenture, a new Note or Notes representing the
remaining aggregate principal amount of the undersigned's Notes].

For this Option to Elect Repayment to be effective, [insert if Note is in
certificated form only - the undersigned's Notes, with] this Option to Elect
Repayment form duly completed, must be received by the Trustee at JPMorgan Chase
Bank, 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, Attn:
Institutional Trust Services, no later than 5:00 p.m. at least three Business
Days prior to November 16, 2004.

Dated: ___________________      Signature: _____________________________________

                                Signature Guarantee: ___________________________

Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the Notes for which the Put Option is being
exercised in every particular without alteration or enlargement or any change
whatsoever.