<PAGE>

                                                                     EXHIBIT 4.2
================================================================================




                      AT&T WIRELESS SERVICES, INC., ISSUER

                                       TO

                          THE BANK OF NEW YORK, TRUSTEE

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


                                    INDENTURE

                       DATED AS OF ___________ ___, 200__


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



                   CONVERTIBLE [SUBORDINATED] DEBT SECURITIES




================================================================================



<PAGE>

Reconciliation and tie between Indenture, dated as of ____________ ___, 200__,
and the Trust Indenture Act of 1939, as amended.

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

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

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

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

    314(a)....................................................        9.6; 9.7; TIA
       (b)....................................................        Not applicable
       (c)(1).................................................        1.2
       (c)(2).................................................        1.2
       (c)(3).................................................        Not applicable
       (d)....................................................        Not applicable
       (e)....................................................        TIA
       (f)....................................................        TIA

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

    316(a)(last sentence).....................................        1.1
       (a)(1)(A)..............................................        5.2; 5.8
       (a)(1)(B)..............................................        5.7
       (b)....................................................        5.9; 5.10
       (c)....................................................        TIA
</TABLE>

<PAGE>

<TABLE>
<S>                                                                   <C>
    317(a)(1).................................................        5.3
       (a)(2).................................................        5.4
       (b)....................................................        9.3

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

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


<PAGE>

                                    CONTENTS

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

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

        Section 1.2   Compliance Certificates and Opinions .....................       7

        Section 1.3   Form of Document Delivered to Trustee ....................       8

        Section 1.4   Acts of Holders ..........................................       9

        Section 1.5   Notices, etc., to Trustee and Company ....................      10

        Section 1.6   Notice to Holders; Waiver ................................      10

        Section 1.7   Headings and Table of Contents ...........................      11

        Section 1.8   Successors and Assigns ...................................      11

        Section 1.9   Separability .............................................      11

        Section 1.10  Benefits of Indenture ....................................      11

        Section 1.11  Governing Law ............................................      11

        Section 1.12  Legal Holidays ...........................................      11

        Section 1.13  No Recourse Against Others ...............................      12

ARTICLE 2    Security Forms ....................................................      12

        Section 2.1   Forms Generally ..........................................      12

        Section 2.2   Form of Trustee's Certificate of Authentication ..........      12

ARTICLE 3    The Securities ....................................................      13

        Section 3.1   Amount Unlimited; Issuable in Series .....................      13

        Section 3.2   Denominations ............................................      16

        Section 3.3   Execution, Authentication, Delivery and Dating ...........      16

        Section 3.4   Temporary Securities .....................................      18

        Section 3.5   Registration, Registration of Transfer and Exchange ......      18
</TABLE>



                                      -i-
<PAGE>

<TABLE>
<S>     <C>                                                                           <C>
        Section 3.6   Replacement Securities ...................................      20

        Section 3.7   Payment of Interest; Interest Rights Preserved ...........      20

        Section 3.8   Persons Deemed Owners ....................................      22

        Section 3.9   Cancellation .............................................      22

        Section 3.10  Computation of Interest ..................................      22

        Section 3.11  CUSIP Numbers ............................................      23

ARTICLE 4    Satisfaction, Discharge and Covenant Defeasance ...................      23

        Section 4.1   Termination of Company's Obligations Under the
               Indenture .......................................................      23

        Section 4.2   Application of Trust Funds ...............................      24

        Section 4.3   Applicability of Defeasance Provisions; Company's
               Option to Effect Covenant Defeasance ............................      24

        Section 4.4   Covenant Defeasance ......................................      25

        Section 4.5   Conditions to Covenant Defeasance ........................      25

        Section 4.6   Deposited Money and Government Obligations to Be Held
               in Trust ........................................................      26

        Section 4.7   Transfers and Distribution at Company Request ............      27

ARTICLE 5    Defaults and Remedies .............................................      27

        Section 5.1   Events of Default ........................................      27

        Section 5.2   Acceleration, Rescission and Annulment ...................      28

        Section 5.3   Collection of Indebtedness and Suits for Enforcement
               by Trustee ......................................................      29

        Section 5.4   Trustee May File Proofs of Claim .........................      30

        Section 5.5   Trustee May Enforce Claims Without Possession of
               Securities ......................................................      30

        Section 5.6   Delay or Omission Not Waiver .............................      30

        Section 5.7   Waiver of Past Defaults ..................................      30
</TABLE>



                                      -ii-
<PAGE>

<TABLE>
<S>     <C>                                                                           <C>
        Section 5.8   Control by Majority ......................................      30

        Section 5.9   Limitation on Suits by Holders ...........................      31

        Section 5.10  Rights of Holders to Receive Payment .....................      31

        Section 5.11  Application of Money Collected ...........................      31

        Section 5.12  Restoration of Rights and Remedies .......................      32

        Section 5.13  Rights and Remedies Cumulative ...........................      32

ARTICLE 6    The Trustee .......................................................      32

        Section 6.1   Certain Duties and Responsibilities ......................      32

        Section 6.2   Rights of Trustee ........................................      33

        Section 6.3   Trustee May Hold Securities ..............................      35

        Section 6.4   Money Held in Trust ......................................      35

        Section 6.5   Trustee's Disclaimer .....................................      35

        Section 6.6   Notice of Defaults .......................................      35

        Section 6.7   Reports by Trustee to Holders ............................      35

        Section 6.8   Securityholder Lists .....................................      36

        Section 6.9   Compensation and Indemnity ...............................      36

        Section 6.10  Replacement of Trustee ...................................      37

        Section 6.11  Acceptance of Appointment by Successor ...................      38

        Section 6.12  Eligibility; Disqualification ............................      39

        Section 6.13  Merger, Conversion, Consolidation or Succession to
               Business ........................................................      39

        Section 6.14  Appointment of Authenticating Agent ......................      40

        Section 6.15  Trustee's Application for Instructions From the
               Company .........................................................      41

ARTICLE 7    Consolidation, Merger or Sale by the Company ......................      42

        Section 7.1   Consolidation, Merger or Sale of Assets Permitted ........      42
</TABLE>



                                     -iii-
<PAGE>

<TABLE>
<S>     <C>                                                                           <C>
        Section 7.2   No Limitations ...........................................      42

ARTICLE 8    Supplemental Indentures ...........................................      42

        Section 8.1   Supplemental Indentures Without Consent of Holders .......      42

        Section 8.2   With Consent of Holders ..................................      44

        Section 8.3   Compliance With Trust Indenture Act ......................      45

        Section 8.4   Execution of Supplemental Indentures .....................      45

        Section 8.5   Effect of Supplemental Indentures ........................      45

        Section 8.6   Reference in Securities to Supplemental Indentures .......      45

ARTICLE 9    Covenants .........................................................      45

        Section 9.1   Payment of Principal, Premium, if Any, and Interest ......      45

        Section 9.2   Maintenance of Office or Agency ..........................      46

        Section 9.3   Money for Securities to Be Held in Trust; Unclaimed
               Money ...........................................................      46

        Section 9.4   Corporate Existence ......................................      47

        Section 9.5   Reports by the Company ...................................      47

        Section 9.6   Annual Review Certificate; Notice of Default .............      48

        Section 9.7   Provision of Financial Statements ........................      48

ARTICLE 10   Redemption ........................................................      49

        Section 10.1  Applicability of Article .................................      49

        Section 10.2  Election to Redeem; Notice to Trustee ....................      49

        Section 10.3  Selection of Securities to Be Redeemed ...................      49

        Section 10.4  Notice of Redemption .....................................      50

        Section 10.5  Deposit of Redemption Price ..............................      51

        Section 10.6  Securities Payable on Redemption Date ....................      51

        Section 10.7  Securities Redeemed in Part ..............................      52
</TABLE>



                                      -iv-
<PAGE>

<TABLE>
<S>     <C>                                                                           <C>
ARTICLE 11   Sinking Funds .....................................................      52

        Section 11.1  Applicability of Article .................................      52

        Section 11.2  Satisfaction of Sinking Fund Payments With Securities ....      52

        Section 11.3  Redemption of Securities for Sinking Fund ................      53

ARTICLE 12   Conversion of Securities ..........................................      53

        Section 12.1  Conversion Privilege .....................................      53

        Section 12.2  Exercise of Conversion Privilege .........................      54

        Section 12.3  Fractions of Shares ......................................      54

        Section 12.4  Adjustment of Conversion Price ...........................      55

        Section 12.5  Notice of Adjustments of Conversion Price ................      57

        Section 12.6  Notice of Certain Corporate Action .......................      57

        Section 12.7  Company to Reserve Common Stock ..........................      58

        Section 12.8  Taxes on Conversions .....................................      58

        Section 12.9  Covenant as to Common Stock ..............................      58

        Section 12.10 Cancellation of Converted Securities .....................      59

        Section 12.11 Provisions in Case of Consolidation, Merger of Sale
               of Assets .......................................................      59

ARTICLE 13   Subordination of Securities .......................................      60

        SECTION 13.1  Securities Subordinated to Senior Indebtedness ...........      60

        SECTION 13.2  Company Not to Make Payments with Respect to
               Securities in Certain Circumstances; Limitations on
               Acceleration of Securities ......................................      60

        SECTION 13.3  Securities Subordinated to Prior Payment of All Senior
               Indebtedness on Dissolution, Liquidation or Reorganization
               of the Company ..................................................      62

        SECTION 13.4  Holders to Be Subrogated to Rights of Holders of
               Senior Indebtedness .............................................      63
</TABLE>



                                      -v-
<PAGE>

<TABLE>
<S>     <C>                                                                           <C>
        SECTION 13.5  Obligation of the Company Unconditional ..................      64

        SECTION 13.6  Knowledge of Trustee .....................................      65

        SECTION 13.7  Application by Trustee of Moneys Deposited With It .......      65

        SECTION 13.8  Subordination Rights Not Impaired by Acts or Omissions
               of Company or Holders of Senior Indebtedness ....................      65

        SECTION 13.9  Holders Authorize Trustee to Effectuate Subordination
               of Securities ...................................................      66

        SECTION 13.10  Right of Trustee to Hold Senior Indebtedness ............      66

        SECTION 13.11  Article 13 Not to Prevent Events of Default .............      66

        SECTION 13.12  Paying Agents Other Than the Trustee ....................      67

        SECTION 13.13  Trustee's Compensation Not Prejudiced ...................      67

        SECTION 13.14  Trust Moneys Not Subordinated ...........................      67

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

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




                                      -vi-
<PAGE>

        INDENTURE, dated as of __________ __, 200__, from AT&T WIRELESS
SERVICES, INC., a Delaware corporation (the "Company"), as issuer, to The Bank
of New York, a New York banking corporation, as Trustee (the "Trustee").

                                    RECITALS

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

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

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS

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

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

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

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

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

        "Affiliate" of any specified Person means any Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether

<PAGE>

through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Agent" means any Paying Agent or Registrar.

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

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

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

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

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

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

        "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company. However, subject to the
provisions of Section 12.11, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at
the date of this instrument or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class,



                                      -2-
<PAGE>

the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

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

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

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

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

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

        "Government Obligations" means securities which are (i) direct
obligations of the United States or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Government Obligation evidenced by such depositary receipt.

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

        "Indebtedness" of any person as of any date means, without duplication,
all indebtedness of such person in respect of borrowed money, including all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such person or only to a portion
thereof); indebtedness evidenced by notes, debentures, bonds or other
instruments of indebtedness; obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit transaction; or
obligations under capitalized leases and equipment leases.

        "Indenture" means this Indenture as originally executed or as amended or
supplemented from time to time and shall include the forms and terms (but not
defined terms established in an



                                      -3-
<PAGE>

Officers' Certificate or a Board Resolution) of particular series of Securities
established as contemplated by Section 2.1 and Section 3.1.

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

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

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

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

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

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

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

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

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

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

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



                                      -4-
<PAGE>

        redemption has been duly given pursuant to this Indenture or provisions
        therefor satisfactory to the Trustee have been made;

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

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

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

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

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



                                      -5-
<PAGE>

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

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

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

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

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

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

        "Responsible Officer," when used with respect to the Trustee, shall mean
the chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any senior vice president, any vice
president, any assistant vice president, the secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer, the controller, any assistant controller, or any
other officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such corporate trust matter is referred because of his knowledge
of and familiarity with the particular subject.

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

        "Senior Indebtedness" means all Indebtedness of the Company (other than
the Securities), unless such Indebtedness, by its terms or the terms of the
instrument creating or evidencing it, is subordinate in right of payment to or
pari passu with the Securities.

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



                                      -6-
<PAGE>

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

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

        "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the applicable
securities exchange or in the applicable securities market.

        "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

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

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

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

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

SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS

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



                                      -7-
<PAGE>

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

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

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

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

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

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

SECTION 1.3 FORM OF DOCUMENT DELIVERED TO TRUSTEE

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

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



                                      -8-
<PAGE>

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

SECTION 1.4 ACTS OF HOLDERS

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

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

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

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

        (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to an Officers' Certificate delivered to the
Trustee, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders



                                      -9-
<PAGE>

for the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed to consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of clause (a) of this Section 1.4 not later than six
months after the record date.

SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY

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

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

                  (2) the Company by the Trustee or by any Holder shall be
        sufficient for every purpose hereunder (unless otherwise herein
        expressly provided) if in writing and mailed, first-class postage
        prepaid, to the Company addressed to it at AT&T Wireless Services, Inc.,
        7277 -- 164th Avenue N.E., Redmond, Washington 98052, Attention: Chief
        Financial Officer or at any other address previously furnished in
        writing to the Trustee by the Company.

SECTION 1.6 NOTICE TO HOLDERS; WAIVER

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

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

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



                                      -10-
<PAGE>

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

SECTION 1.7 HEADINGS AND TABLE OF CONTENTS

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

SECTION 1.8 SUCCESSORS AND ASSIGNS

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

SECTION 1.9 SEPARABILITY

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

SECTION 1.10 BENEFITS OF INDENTURE

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

SECTION 1.11 GOVERNING LAW

        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to
the Trust Indenture Act and if any provision hereof limits, qualifies or
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.

SECTION 1.12 LEGAL HOLIDAYS

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



                                      -11-
<PAGE>

from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Stated Maturity or Maturity, or on such last day for conversion, as the
case may be.

SECTION 1.13 NO RECOURSE AGAINST OTHERS

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

                                    ARTICLE 2

                                 SECURITY FORMS

SECTION 2.1 FORMS GENERALLY

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

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

SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


                                       ---------------------------,
                                                       as Trustee




                                      -12-
<PAGE>

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

                                    ARTICLE 3

                                 THE SECURITIES

SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES

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

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

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

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

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

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

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

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



                                      -13-
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                      -14-
<PAGE>

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

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

                  (19) [if applicable, insert--any deletions from, modifications
        of or additions to the subordination provisions set forth in Section 13
        pertaining to the Securities of the series;]

                  (20) the terms and conditions upon which Securities of the
        series will be convertible into shares of Common Stock of the Company;
        and

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

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

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



                                      -15-
<PAGE>

SECTION 3.2 DENOMINATIONS

        The Securities of each series shall be issuable only in definitive
registered form without coupons and in such denominations as shall be specified
as contemplated by Section 3.1. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING

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

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

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

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

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

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



                                      -16-
<PAGE>

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the Opinion of Counsel above may state:

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

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

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

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

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

        Each Security shall be dated the date of its authentication.



                                      -17-
<PAGE>

        No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature
of one of the authorized signatories of the Trustee or an Authenticating Agent.
Such signature upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered under
this Indenture and is entitled to the benefits of this Indenture.

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

SECTION 3.4 TEMPORARY SECURITIES

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

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

SECTION 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

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



                                      -18-
<PAGE>

appointed "Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

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

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

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

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

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

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

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



                                      -19-
<PAGE>

SECTION 3.6 REPLACEMENT SECURITIES

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

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

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

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

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

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

SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

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



                                      -20-
<PAGE>

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

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

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

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

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



                                      -21-
<PAGE>

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

        In the case of any Security which is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Security whose Maturity is prior to such Interest Payment Date), interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) 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 such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted, interest whose Stated Maturity is after the
date of conversion of such Security shall not be payable.

SECTION 3.8 PERSONS DEEMED OWNERS

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

SECTION 3.9 CANCELLATION

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

SECTION 3.10 COMPUTATION OF INTEREST

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



                                      -22-
<PAGE>

SECTION 3.11 CUSIP NUMBERS

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

                                    ARTICLE 4

                 SATISFACTION, DISCHARGE AND COVENANT DEFEASANCE

SECTION 4.1 TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE

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

                (1) either

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

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

                                (i) have become due and payable, or

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

                                (iii) if redeemable at the option of the
                        Company, are to be called for redemption within one year
                        under arrangements satisfactory



                                      -23-
<PAGE>

                        to the Trustee for giving of notice of redemption by the
                        Trustee in the name, and at the expense, of the Company,

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.8, the
obligations of the Company to any Authenticating Agent under Section 6.13 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive.

SECTION 4.2 APPLICATION OF TRUST FUNDS

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

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

        If pursuant to Section 3.1 provision is made for covenant defeasance of
the Securities of or within a series under Section 4.4, then the provisions of
such Section, together with the provisions of Sections 4.5 through 4.8
inclusive, with such modifications thereto as may be specified pursuant to
Section 3.1 with respect to any Securities, shall be applicable to such



                                      -24-
<PAGE>

Securities, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities, elect to have Section 4.4 (if applicable) be
applied to such Outstanding Securities upon compliance with the conditions set
forth below in this Article.

SECTION 4.4 COVENANT DEFEASANCE

        Upon the Company's exercise of the option specified in Section 4.3
applicable to this Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 7.1 and 9.4,
and, if specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Securities on and after the date the conditions
set forth in Section 4.5 are satisfied (hereinafter, "covenant defeasance"), and
such Securities shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 7.1 and 9.4, or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.1(3) or 5.1(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.

SECTION 4.5 CONDITIONS TO COVENANT DEFEASANCE

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

                (a) The Company shall have deposited or caused to be deposited
        irrevocably with the Trustee (or another trustee satisfying the
        requirements of Section 6.11 who shall agree to comply with, and shall
        be entitled to the benefits of, the provisions of Sections 4.3 through
        4.8 inclusive and the last paragraph of Section 9.3 applicable to the
        Trustee, for purposes of such Sections also a "Trustee") as trust funds
        in trust for the purpose of making the payments referred to in clauses
        (x) and (y) of this Section 4.5(a), specifically pledged as security
        for, and dedicated solely to, the benefit of the Holders of such
        Securities, with instructions to the Trustee as to the application
        thereof, (A) money in an amount, or (B) if Securities of such series are
        not subject to repayment at the option of Holders, Government
        Obligations which through the payment of interest and principal in
        respect thereof in accordance with their terms will provide, not later
        than one day before the due date of any payment referred to in clause
        (x) or (y) of this Section 4.5(a), money in an amount or (C) a
        combination thereof in an amount, sufficient, in the opinion of a
        nationally recognized firm of independent certified public accountants
        expressed in a written certification thereof delivered to the Trustee,
        to pay and discharge, and which shall be applied by the Trustee to pay
        and



                                      -25-
<PAGE>

        discharge, (x) the principal of, premium, if any, and interest, if any,
        on such Securities on the Maturity of such principal or installment of
        principal or interest and (y) any mandatory sinking fund payments
        applicable to such Securities on the day on which such payments are due
        and payable in accordance with the terms of this Indenture and such
        Securities. Before such a deposit the Company may make arrangements
        satisfactory to the Trustee for the redemption of Securities at a future
        date or dates in accordance with Article 10 which shall be given effect
        in applying the foregoing.

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

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

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

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

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

SECTION 4.6 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST

        Subject to the provisions of the last paragraph of Section 9.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.5 in respect of any Securities of any series shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or



                                      -26-
<PAGE>

through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

SECTION 4.7 TRANSFERS AND DISTRIBUTION AT COMPANY REQUEST

        To the extent permitted by the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 76, as amended or interpreted by
the Financial Accounting Standards Board from time to time, or any successor
thereto ("Standard No. 76"), or to the extent permitted by the Commission, the
Trustee shall, from time to time, take one or more of the following actions as
specified in a Company Request:

                (a) Retransfer, reassign and deliver to the Company any
        securities deposited with the Trustee pursuant to Section 4.5(a),
        provided that the Company shall in substitution therefor, simultaneously
        transfer, assign and deliver to the Trustee other Government Obligations
        appropriate to satisfy the Company's obligations in respect of the
        relevant Securities; and

                (b) The Trustee (and any Paying Agent) shall promptly pay to the
        Company upon Company Request any excess money or securities held by them
        at any time, including, without limitation, any assets deposited with
        the Trustee pursuant to Section 4.5(a) exceeding those necessary for the
        purposes of Section 4.5(a).

        The Trustee shall not take the actions described in subsections (a) and
(b) of this Section 4.7 unless it shall have first received a written report of
Arthur Andersen & Co., or another nationally recognized independent public
accounting firm, (i) expressing their opinion that the contemplated action is
permitted by Standard No. 76 or the Commission, for transactions accounted for
as extinguishment of debt under the circumstances described in paragraph 3.c of
Standard No. 76 or any successor provision and (ii) verifying the accuracy,
after giving effect to such action or actions, of the computations which
demonstrate that the amounts remaining to be earned on the Government
Obligations deposited with the Trustee pursuant to Section 4.5(a) will be
sufficient for purposes of Section 4.5(a).

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

SECTION 5.1 EVENTS OF DEFAULT

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



                                      -27-
<PAGE>

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

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

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

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

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

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

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

SECTION 5.2 ACCELERATION, RESCISSION AND ANNULMENT

        If an Event of Default with respect to the Securities of any series at
the time Outstanding occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of all of the outstanding Securities of
that series, by written notice to the Company (and, if given by the Holders, to
the Trustee), may declare the principal (or, if the



                                      -28-
<PAGE>

Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of that series to be due and payable
and upon any such declaration such principal (or, in the case of original Issue
Discount Securities or Indexed Securities, such specified amount) shall be
immediately due and payable.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
outstanding Securities of that series, by written notice to the Trustee, may
rescind and annul such declaration and its consequences if all existing Defaults
and Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

        The Company covenants that if

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

                (2) default is made in the payment of the principal of (or
        premium, if any, on) any Security at the Maturity thereof and such
        default continues for a period of 10 days,

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

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



                                      -29-
<PAGE>

SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM

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

SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES

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

SECTION 5.6 DELAY OR OMISSION NOT WAIVER

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

SECTION 5.7 WAIVER OF PAST DEFAULTS

        The Holders of a majority in aggregate principal amount of Outstanding
Securities of any series by notice to the Trustee may waive on behalf of the
Holders of all Securities of such series a past Default or Event of Default with
respect to that series and its consequences except (i) a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on any
Security of such series or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified without the consent
of the Holder of each outstanding Security of such series adversely affected.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture.

SECTION 5.8 CONTROL BY MAJORITY

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



                                      -30-
<PAGE>

SECTION 5.9 LIMITATION ON SUITS BY HOLDERS

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

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

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

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

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

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

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

SECTION 5.10 RIGHTS OF HOLDERS TO RECEIVE PAYMENT

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of, premium, if any, and,
subject to Section 3.7, interest on the Security, on or after the respective due
dates expressed in the Security (or, in case of redemption, on the redemption
dates) and to convert such Security in accordance with Article 12, and, subject
to Section 5.9, to bring suit for the enforcement of any such payment and right
to convert on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

SECTION 5.11 APPLICATION OF MONEY COLLECTED

        If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium,
if any, or interest, upon presentation of the



                                      -31-
<PAGE>

Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

                Third: to the Company.

SECTION 5.12 RESTORATION OF RIGHTS AND REMEDIES

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

SECTION 5.13 RIGHTS AND REMEDIES CUMULATIVE

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

                                    ARTICLE 6

                                   THE TRUSTEE

SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES

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

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



                                      -32-
<PAGE>

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

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

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

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

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

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

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

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

SECTION 6.2 RIGHTS OF TRUSTEE

        Subject to the provisions of the Trust Indenture Act:



                                      -33-
<PAGE>

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

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

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

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

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

                (f) The Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note or other paper or document, but
        the Trustee, in its discretion, may make such further inquiry or
        investigation into such facts or matters as it may see fit, and, if the
        Trustee shall determine to make such further inquiry or investigation,
        it shall be entitled to examine the books, records and premises of the
        Company, personally or by agent or attorney.

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

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

                (i) The Trustee shall not be required to expend or risk its own
        funds or otherwise incur any financial liability in the performance of
        any of its duties hereunder,



                                      -34-
<PAGE>

        or in the exercise of its rights or powers, if it shall have reasonable
        grounds for believing that repayment of such funds or adequate indemnity
        against such risk or liability is not reasonably assured to it.

SECTION 6.3 TRUSTEE MAY HOLD SECURITIES

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

SECTION 6.4 MONEY HELD IN TRUST

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

SECTION 6.5 TRUSTEE'S DISCLAIMER

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

SECTION 6.6 NOTICE OF DEFAULTS

        If a Default occurs and is continuing with respect to the Securities of
any series and if it is known to the Trustee, the Trustee shall, within 90 days
after it occurs, transmit, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of all uncured Defaults known to it;
provided, however, that, except in the case of a Default in payment on the
Securities of any series, the Trustee may withhold the notice if and so long as
the board of directors, the executive committee or a committee of its
Responsible Officers in good faith determines that withholding such notice is in
the interests of Holders of Securities of that series; provided further that, in
the case of any default or breach of the character specified in Section 5.1(3)
with respect to the Securities of such series, no such notice to Holders shall
be given until at least 60 days after the occurrence thereof.

SECTION 6.7 REPORTS BY TRUSTEE TO HOLDERS

        Within 60 days after each May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in
Section 313(c) of the Trust Indenture Act a brief report



                                      -35-
<PAGE>

dated as of such May 15 if required by Section 313(a) of the Trust Indenture
Act. The Trustee also shall comply with Section 313(b) and (d) of the Trust
Indenture Act.

SECTION 6.8 SECURITYHOLDER LISTS

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

SECTION 6.9 COMPENSATION AND INDEMNITY

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

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

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

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

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



                                      -36-
<PAGE>

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

SECTION 6.10 REPLACEMENT OF TRUSTEE

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

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

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

        (d) If at any time:

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

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

                (3) the Trustee becomes incapable of acting, is adjudged a
        bankrupt or an insolvent or a receiver or public officer takes charge of
        the Trustee or its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, then, in any such case, (i)
        the Company by or pursuant to a Board Resolution may remove the Trustee
        with respect to all Securities, or (ii) subject to Section 315(e) of the
        Trust Indenture Act, any Holder who has been a bona fide Holder of a
        Security for at least six months may, on behalf of himself and all other
        similarly situated, petition any court of competent jurisdiction for the
        removal of the Trustee with respect to all Securities and the
        appointment of a successor Trustee or Trustees.

        (e) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of one or more
series, the Company, by or pursuant to Board Resolution, shall promptly appoint
a successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any



                                      -37-
<PAGE>

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

SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

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

        (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (ii) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any



                                      -38-
<PAGE>

other such Trustee and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

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

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

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

SECTION 6.12 ELIGIBILITY; DISQUALIFICATION

        There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall
have a combined capital and surplus of at least $50 million. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

        Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under



                                      -39-
<PAGE>

this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT

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

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

        An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee



                                      -40-
<PAGE>

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

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

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

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

                                       ---------------------------------------,
                                         as Trustee


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


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


SECTION 6.15 TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY

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



                                      -41-
<PAGE>

action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.

                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

SECTION 7.1 CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED

        The Company may merge or consolidate with or into any other corporation
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its assets to any person, firm or corporation, if (i) (A) in the case of
a merger or consolidation, the Company is the surviving corporation or (B) in
the case of a merger or consolidation where the Company is not the surviving
corporation and in the case of any such sale, conveyance or other disposition,
the successor or acquiring corporation is a corporation organized and existing
under the laws of the United States or a State thereof and such corporation
expressly assumes by supplemental indenture all of the obligations of the
Company under the Securities and under this Indenture and shall have provided
for conversion rights in accordance with Section 12.11, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer or other disposition, no Default or Event of Default shall
have occurred and be continuing and (iii) the company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such merger or consolidation, or such sale, conveyance, transfer or other
disposition, complies with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with. In the event
of the assumption by a successor corporation of the obligations of the Company
as provided in clause (i)(B) of the immediately preceding sentence, such
successor corporation shall succeed to and be substituted for the Company
hereunder and under the Securities and all such obligations of the Company shall
terminate.

SECTION 7.2 NO LIMITATIONS

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

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

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



                                      -42-
<PAGE>

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

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

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

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

                (5) to add to, change or eliminate any of the provisions of this
        Indenture, provided that any such addition, change or elimination shall
        become effective only when there is no Security Outstanding of any
        series created prior to the execution of such supplemental indenture
        which is entitled to the benefit of such provision; or

                (6) to secure the Securities; or

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

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

                (9) to make provision with respect to the conversion rights of
        Holders pursuant to the requirements of Section 12.11; or

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



                                      -43-
<PAGE>

SECTION 8.2 WITH CONSENT OF HOLDERS

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

                (1) change the Stated Maturity of the principal of, or any
        installment of principal of or interest on, any Security, or reduce the
        principal amount thereof or the rate of interest thereon or any premium
        payable upon the redemption thereof, or reduce the amount of the
        principal of an Original Issue Discount Security that would be due and
        payable upon a declaration of acceleration of the Maturity thereof
        pursuant to Section 5.2, or change the coin or currency in which, any
        Securities or any premium or the interest thereon is payable, or impair
        the right to institute suit for the enforcement of any such payment on
        or after the Stated Maturity thereof (or, in the case of redemption, on
        or after the Redemption Date), or adversely affect the right to convert
        any Security as provided in Article 12 (except as permitted by Section
        8.1(9)) [if applicable, insert--, or modify the provisions of this
        Indenture with respect to the subordination of the Securities in a
        manner adverse to the Holders];

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

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

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

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



                                      -44-
<PAGE>

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

SECTION 8.3 COMPLIANCE WITH TRUST INDENTURE ACT

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

SECTION 8.4 EXECUTION OF SUPPLEMENTAL INDENTURES

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

SECTION 8.5 EFFECT OF SUPPLEMENTAL INDENTURES

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

SECTION 8.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

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

                                    ARTICLE 9

                                    COVENANTS

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

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



                                      -45-
<PAGE>

due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.

SECTION 9.2 MAINTENANCE OF OFFICE OR AGENCY

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

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

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

SECTION 9.3 MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY

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

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

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



                                      -46-
<PAGE>

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

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

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

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

SECTION 9.4 CORPORATE EXISTENCE

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

SECTION 9.5 REPORTS BY THE COMPANY

        The Company covenants:



                                      -47-
<PAGE>

                (a) to file with the Trustee, within 30 days after the Company
        is required to file the same with the Commission, copies of the annual
        reports and of the information, documents and other reports (or copies
        of such portions of any of the foregoing as the Commission may from time
        to time by rules and regulations prescribe) which the Company may be
        required to file with the Commission pursuant to section 13 or section
        15(d) of the Securities Exchange Act of 1934, as amended; or, if the
        Company is not required to file information, documents or reports
        pursuant to either of such sections, then to file with the Trustee and
        the Commission, in accordance with rules and regulations prescribed from
        time to time by the Commission, such of the supplementary and periodic
        information, documents and reports which may be required pursuant to
        section 13 of the Securities Exchange Act of 1934, as amended, in
        respect of a security listed and registered on a national securities
        exchange as may be prescribed from time to time in such rules and
        regulations;

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

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

SECTION 9.6 ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT

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

SECTION 9.7 PROVISION OF FINANCIAL STATEMENTS

        If the Company is not required to file with the Commission periodic
reports and other information pursuant to section 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, the Company shall furnish without cost to each
Holder and file with the Trustee (i) within 135 days after the end of each
fiscal year, annual reports containing the information required to be contained
in Items 1, 2, 3, 5, 6, 7, 8 and 9 of Form 10-K promulgated under the Securities



                                      -48-
<PAGE>

Exchange Act of 1934, or substantially the same information required to be
contained in comparable items of any successor form, (ii) within 60 days after
the end of each of the first three fiscal quarters of each fiscal year,
quarterly reports containing the information required to be contained in Form
10-Q promulgated under the Securities Exchange Act of 1934, or substantially the
same information required to be contained in any successor form and (iii)
promptly from the time after the occurrence of an event required to be therein
reported, such other reports containing information required to be contained in
Form 8-K promulgated under the Securities Exchange Act of 1934, or substantially
the same information required to be contained in any successor form. The Company
shall also make such reports available to prospective purchasers of the
Securities, securities analysts and broker-dealers upon their request.

                                   ARTICLE 10

                                   REDEMPTION

SECTION 10.1 APPLICABILITY OF ARTICLE

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

SECTION 10.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE

        The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution or any Officers' Certificate. In the case
of any redemption at the election of the Company of less than all the
Securities, if any, of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 10.3 SELECTION OF SECURITIES TO BE REDEEMED

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



                                      -49-
<PAGE>

Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

        If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

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

SECTION 10.4 NOTICE OF REDEMPTION

        Unless otherwise specified as contemplated by Section 3.1, notice of
redemption shall be given in the manner provided in Section 1.6 not less than 30
days nor more than 60 days prior to the Redemption Date to the Holders of the
Securities to be redeemed.

        All notices of redemption shall state:

                (1) the Redemption Date;

                (2) the Redemption Price;

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

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

                (5) the conversion price, the date on which the right to convert
        the principal of the Securities to be redeemed will terminate and the
        place or places where such Securities may be surrendered for conversion;

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



                                      -50-
<PAGE>

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

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

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

                (10) CUSIP number.

        Notice of redemption of Securities to be redeemed 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.

SECTION 10.5 DEPOSIT OF REDEMPTION PRICE

        On or 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 9.3) an amount of
money sufficient to pay on the Redemption Date the Redemption Price of, and
(unless the Redemption Date shall be an Interest Payment Date) interest accrued
to the Redemption Date on, all Securities or portions thereof which are to be
redeemed on that date other than any Securities called for redemption on that
date which have been converted prior to the date of such deposit.

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

        If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to any right of the Holder of
such Security or any Predecessor Security to receive interest as provided in the
last paragraph of Section 3.7) be paid to the Company upon Company Request or,
if then held by the Company, shall be discharged from such trust.

SECTION 10.6 SECURITIES PAYABLE ON REDEMPTION DATE

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Except as provided in
the next succeeding paragraph, upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest on



                                      -51-
<PAGE>

Securities whose Stated Maturity is prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

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

SECTION 10.7 SECURITIES REDEEMED IN PART

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

                                   ARTICLE 11

                                  SINKING FUNDS

SECTION 11.1 APPLICABILITY OF ARTICLE

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

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 11.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES

        The Company (i) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (ii) may apply as a credit
Securities of a series which have been converted pursuant to Article 12 or which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of



                                      -52-
<PAGE>

such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

SECTION 11.3 REDEMPTION OF SECURITIES FOR SINKING FUND

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

                                   ARTICLE 12

                            CONVERSION OF SECURITIES

SECTION 12.1 CONVERSION PRIVILEGE

        Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, Securities of any series or any portion of the
principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100 of a share) of Common Stock of the Company, in accordance with the
terms of such series of Securities and (except as otherwise specified as
contemplated by Section 3.1) in accordance with this Article. In case a Security
or portion thereof is called for redemption, such conversion right in respect of
the Security or portion so called shall expire at the close of business on the
Business Day which is ten days prior to the Redemption Date, unless the Company
defaults in making the payment due upon redemption.

        The price at which shares of Common Stock shall be delivered upon
conversion, which shall be specified as contemplated by Section 3.1, shall be
referred to herein as the "conversion price." The conversion price shall be
adjusted in certain instances as provided in paragraphs (1), (2), (3), (4) and
(7) of Section 12.4.



                                      -53-
<PAGE>

SECTION 12.2 EXERCISE OF CONVERSION PRIVILEGE

        In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 9.2, accompanied by written
notice to the Company at such office or agency that the Holder elects to convert
such Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a Redemption Date within such
period) be accompanied by payment in New York Clearing House funds or other
funds acceptable to the Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of Securities being
surrendered for conversion. Except as provided in the preceding sentence and in
Section 3.7, no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities surrendered for conversion or
on account of any dividends on the Common Stock issued upon conversion.

        Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 12.3.

        In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the uncontroverted portion of the principal amount of such Security.

SECTION 12.3 FRACTIONS OF SHARES

        No fractional shares of Common Stock shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the market price per share of Common Stock (as
determined by the Board of



                                      -54-
<PAGE>

Directors or in any manner prescribed by the Board of Directors) at the close of
business on the day of conversion.

SECTION 12.4 ADJUSTMENT OF CONVERSION PRICE

        (1) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company in Common Stock, the
conversion price in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such reduction to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

        (2) In case the Company shall issue rights or warrants to all holders of
its Common Stock entitling them to subscribe for or purchase shares of Common
Stock at a price per share less than the current market price per share
(determined as provided in paragraph (6) of this Section) of the Common Stock on
the dated fixed for the determination of stockholders entitled to receive such
rights or warrants, the conversion price in effect at the opening of business on
the day following the date fixed for such determination shall be reduced by
multiplying such conversion price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for determination.
For the purposes of this paragraph (2), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not
issue any rights or warrants in respect of shares of Common Stock held in the
treasury of the Company.

        (3) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the conversion price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the conversion price in



                                      -55-
<PAGE>

effect at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision or
combination becomes effective.

        (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid in cash out of
the retained earnings of the Company and any dividend or distribution referred
to in paragraph (1) of this Section), the conversion price shall be adjusted so
that the same shall equal the price determined by multiplying the conversion
price in effect immediately prior to the close of business on the date fixed for
the determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price share
(determined as provided in paragraph (6) of this Section) of the Common Stock on
the date fixed for such determination less the then fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution filed with the Trustee) of the portion of
the assets or evidences of indebtedness so distributed applicable to one share
of Common Stock and the denominator shall be such current market price per share
of the Common Stock, such adjustment to become effective immediately prior to
the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.

        (5) The reclassification of Common Stock into securities including other
than Common Stock (other than any reclassification upon a consolidation or
merger to which Section 12.11 applies) shall be deemed to involve (a) a
distribution of such securities other than Common Stock to all holders of Common
Stock (and the effective date of such reclassification shall be deemed to be
"the date fixed for the determination of stockholders entitled to receive such
distribution" and "the date fixed for such determination" within the meaning of
paragraph (4) of this Section) and (b) a subdivision or combination, as the case
may be, of the number of shares of Common Stock outstanding immediately prior to
such reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective" or "the day
upon which such combination becomes effective," as the case may be, and "the day
upon which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section).

        (6) For the purpose of any computation under paragraphs (2) and (4) of
this Section, the current market price per share of Common Stock on any date
shall be deemed to be the average of the daily closing prices for the five
consecutive Trading Days selected by the Company commencing not more than 20
Trading Days before, and ending not later than, the earlier of the day in
question and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. The closing price for each day shall be
the last reported sales price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on such



                                      -56-
<PAGE>

Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, on the Nasdaq National Market, or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or quoted on the Nasdaq National Market, the average of the closing bid
and asked prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Company for that
purpose. For purposes of this paragraph, the term "'ex' date", when used with
respect to any issuance or distribution, means the first date on which the
Common Stock trades regular way on such exchange or in such market without the
right to receive such issuance or distribution.

        (7) The Company may make such reductions in the conversion price, in
addition to those required by paragraphs (1), (2), (3) and (4) of this Section,
as it considers to be advisable in order that any event treated for federal
income tax purposes as a dividend of stock or stock rights shall not be taxable
to the recipients.

SECTION 12.5 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE

        Whenever the conversion price is adjusted as herein provided:

        (a) the Company shall compute the adjusted conversion price in
accordance with Section 12.4 and shall prepare a certificate signed by the
Treasurer of the Company setting forth the adjusted conversion price and showing
in reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 9.2; and

        (b) a notice stating that the conversion price has been adjusted and
setting forth the adjusted conversion price shall forthwith be required, and as
soon as practicable after it is required, such notice shall be mailed by the
Company to all Holders at their last addresses as they shall appear in the
Register.

SECTION 12.6 NOTICE OF CERTAIN CORPORATE ACTION

        In case:

        (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable otherwise than in cash out of its retained earnings; or

        (b) the Company shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights; or

        (c) of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding shares of Common Stock), or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or



                                      -57-
<PAGE>

        (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 9.2, and shall cause
to be mailed to all Holders at their last addresses as they shall appear in the
Register, at least 20 days (or ten days in any case specified in clause (a) or
(b) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

SECTION 12.7 COMPANY TO RESERVE COMMON STOCK

        The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Securities.

SECTION 12.8 TAXES ON CONVERSIONS

        The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

SECTION 12.9 COVENANT AS TO COMMON STOCK

        The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 12.8, the Company will pay all
taxes, liens and charges with respect to the issue thereof.



                                      -58-
<PAGE>

SECTION 12.10 CANCELLATION OF CONVERTED SECURITIES

        All Securities delivered for conversion shall be delivered to the
Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.9.

SECTION 12.11 PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS

        In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security
then outstanding shall have the right thereafter, during the period such
Security shall be convertible as specified in Section 12.1, to convert such
Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, sale or
transfer, assuming such holder of Common Stock of the Company (i) is not a
Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be ("constituent Person"), or an Affiliate of a constituent Person and
(ii) failed to exercise his rights of election, if any, as to the kind or amount
of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer (provided that if the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, sale or
transfer is not the same for each share of Common Stock of the Company held
immediately prior to such consolidation, merger, sale or transfer by others than
a constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("nonelecting share"), then for the
purpose of this Section the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares). Such supplemental indenture
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.

        The Company shall be solely responsible for performing the duties and
responsibilities contained in this Article and the Trustee shall have no
responsibility therefor.

[If applicable, insert--



                                      -59-
<PAGE>

                                   ARTICLE 13

                           SUBORDINATION OF SECURITIES

SECTION 13.1 SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS

        (a) The Company agrees, and each Holder of the Securities by acceptance
thereof likewise agrees, that the payment of the principal of, premium, if any,
and interest on the Securities is subordinated, to the extent and in the manner
provided in this Article 13, to the prior payment in full of all Senior
Indebtedness of the Company.

        (b) All provisions of this Article 13 shall be subject to Section 13.14.

SECTION 13.2 COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN
CIRCUMSTANCES; LIMITATIONS ON ACCELERATION OF SECURITIES

        (a) Upon the maturity of any Senior Indebtedness of the Company by lapse
of time, acceleration or otherwise, all obligations with respect thereto shall
first be paid in full, or such payment duly provided for in cash or in a manner
satisfactory to the holders of such Senior Indebtedness, before any payment is
made on account of the principal of, premium, if any, or interest on the
Securities or to redeem, retire, purchase, deposit moneys for the defeasance of
or acquire any of the Securities.

        (b) Upon the happening of (i) any default in payment of any Senior
Indebtedness of the Company, or (ii) any other default on Senior Indebtedness of
the Company and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms, then, unless (w) such default relates to Senior
Indebtedness of the Company in an aggregate amount equal to or less than $50
million, (x) such default shall have been cured or waived or shall have ceased
to exist, (y) any such acceleration has been rescinded, or (z) such Senior
Indebtedness has been paid in full, no direct or indirect payment in cash,
property or securities, by set-off or otherwise (except payment of the
Securities from funds previously deposited in accordance with Section 4.1 at any
time such deposit was not prohibited by this Indenture), shall be made or agreed
to be made by the Company on account of the principal of or premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase, deposit of moneys for the covenant defeasance or other acquisition of
any of the Securities in the case of such a default in Senior Indebtedness of
the Company and the Company shall not deposit money for any such payment or
distribution with the Trustee or any Paying Agent nor shall the Company (if the
Company is acting as its own Paying Agent) segregate and hold in trust money for
any such payment or distribution.

        (c) Upon the happening of an event of default (other than under
circumstances when the terms of paragraph (b) of this Section 13.2 are
applicable) with respect to any Senior Indebtedness of the Company pursuant to
which the holders thereof are entitled under the terms of such Senior
Indebtedness to immediately accelerate the maturity thereof (without further
notice or expiration of any applicable grace periods), upon written notice
thereof given



                                      -60-
<PAGE>

to each of the Company and the Trustee by the trustee for or other
representative of the holders of at least $50 million of Senior Indebtedness of
the Company (a "Payment Notice"), then, unless and until such event of default
shall have been cured or waived or shall have ceased to exist, no direct or
indirect payment in cash, property or securities, by set-off or otherwise
(except payment of the Securities from funds previously deposited in accordance
with Section 4.1 at any time such deposit was not prohibited by this Indenture),
shall be made or agreed to be made by the Company on account of the principal of
or premium, if any, or interest on the Securities, or in respect of any
redemption, retirement, purchase, deposit of moneys for the covenant defeasance
or other acquisition of any of the Securities, in the case of Senior
Indebtedness of the Company, and the Company shall not deposit money for any
such payment or distribution with the Trustee or any Paying Agent nor shall the
Company or a Subsidiary (if the Company or such Subsidiary is acting as Paying
Agent) segregate and hold in trust money for any such payment or distribution (a
"Payment Block"); provided, however, that this Section 13.2(c) shall not prevent
the making of any payment for more than 120 days after a Payment Notice shall
have been given unless the Senior Indebtedness in respect of which such event of
default exists has been declared due and payable in its entirety, in which case
no such payment shall be made until such acceleration has been rescinded or
annulled or such Senior Indebtedness has been paid in full in accordance with
its terms. Notwithstanding the foregoing, (i) not more than one Payment Notice
shall be given with respect to a particular event of default (which shall not
bar subsequent Payment Notices for other such events of default), (ii) all
events of default under Senior Indebtedness occurring within any 30-day period
shall be treated as one event of default to the extent that one or more Payment
Notices are issued in connection therewith and (iii) no more than two Payment
Blocks shall be permitted within any period of 12 consecutive months. Any
payment made in contravention of the provisions of this Section 13.2(c) shall be
returned to the Company.

        (d) In the event that, notwithstanding the provisions of Section 13.2(a)
or 13.2(b), the Trustee or the Holder of any Security shall have received any
payment on account of the principal of or premium, if any, or interest on the
Securities in contravention of Section 13.2(a) or 13.2(b) or after the happening
of a default in payment of any Senior Indebtedness of the Company or any
acceleration of the maturity of any Senior Indebtedness of the Company then, in
either such case, except in the case of any such default which shall have been
cured or waived or shall have ceased to exist, such payment (subject to the
provisions of Sections 1306 and 1307) shall be held for the benefit of, and
shall be paid over and delivered to, the holders of such Senior Indebtedness of
the Company (pro rata as to each of such holders on the basis of the respective
amounts of Senior Indebtedness of the Company held by them) or their
representative or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness of the Company may have been issued, as
their respective interests may appear, for application to the payment of all
Senior Indebtedness of the Company remaining unpaid to the extent necessary to
pay all Senior Indebtedness of the Company in full in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness of the Company.

        (e) (1) Upon the occurrence of an Event of Default under Section 5.1(1)
through (4) and (7), the Trustee or holders of 25% of the outstanding principal
amount of the



                                      -61-
<PAGE>

Securities of any series must give notice of such Event of Default and the
intention to accelerate to the Company and any holders of Senior Indebtedness
which have theretofore requested of the Trustee such notice, and no acceleration
of the Securities of any series shall be effective unless and until such Event
of Default is continuing on the 60th day after the date of delivery of such
notice. The Company may pay the holders of the Securities of any series any
defaulted payment and all other amounts due following any such acceleration of
the maturity of the Securities if this Section 13.2(a) would not prohibit such
payment to be made at that time.

        (2) Nothing in this Article 13 shall prevent or delay the Trustee or the
holders of the Securities from taking any action in connection with the
acceleration of the maturity of the Securities pursuant to Section 5.2 upon the
occurrence of an Event of Default under either of Section 5.1(5) or 5.1(6).

        (3) Except as provided in Section 13.2(e)(1), a failure to make any
payment with respect to the Securities as a result of the rights of holders of
Senior Indebtedness of the Company described in Section 13.2(b) or 13.2(c) will
not have any effect on the right of holders of the Securities to accelerate the
maturities thereof as a result of such payment default. The Company shall give
prompt written notice to the Trustee of any default in the payment of principal
of or interest on any Senior Indebtedness of the Company and in the event of any
such default, shall provide to the Trustee, in the form of an Officers'
Certificate, the names, addresses and respective amounts due holders of such
Senior Indebtedness or the name and address of the trustee acting on their
behalf, if any. The Trustee shall be entitled to rely conclusively on such
Officers' Certificate without independent verification.

SECTION 13.3 SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR INDEBTEDNESS
ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE COMPANY

        Upon the distribution of assets of the Company in any dissolution,
winding up, liquidation (total or partial) or similar proceeding relating to the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or otherwise):

        (1) the holders of all Senior Indebtedness of the Company shall first be
entitled to receive payment in full of all Senior Indebtedness (or to have such
payment duly provided for in a manner satisfactory to them) in cash or in a
manner satisfactory to the holders of Senior Indebtedness of the Company before
the Holders of the Securities are entitled to receive any payment on account of
the principal of, premium, if any, or interest on the Securities;

        (2) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of the
Company as reorganized or readjusted or securities of the Company or any other
company, trust or corporation provided for by a plan of reorganization or
readjustment, the payment of which is junior or otherwise subordinate, at least
to the extent provided in this Article 13 with respect to the Securities to the
payment of all Senior Indebtedness of the Company at the time outstanding and to
the



                                      -62-
<PAGE>

payment of all securities issued in exchange therefor to the holders of the
Senior Indebtedness of the Company at the time outstanding), to which the
Holders of the Securities or the Trustee on behalf of the Holders of the
Securities would be entitled except for the provisions of this Article 13, shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution directly to the holders of the Senior Indebtedness of the
Company or their representatives or to the trustee under any indenture under
which such Senior Indebtedness may have been issued (pro rata as to each such
holder, representative or trustee on the basis of respective amounts of unpaid
Senior Indebtedness held or represented by each), to the extent necessary to
make payment in full of all Senior Indebtedness of the Company remaining unpaid,
after giving effect to any concurrent payment or distribution or provision
therefor to the holders of such Senior Indebtedness; and

        (3) in the event that notwithstanding the foregoing provisions of this
Section 13.3, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than securities of
the Company as reorganized or readjusted or securities of the Company or any
other company, trust or corporation provided for by a plan of reorganization or
readjustment, the payment of which is junior or otherwise subordinate, at least
to the extent provided in this Article 13 with respect to the Securities to the
payment of all Senior Indebtedness of the Company at the time outstanding and to
the payment of all securities issued in exchange therefor to the holders of the
Senior Indebtedness of the Company as the case may be, at the time outstanding),
shall be received by the Trustee or the Holders of the Securities on account of
principal of, premium, if any, or interest on the Securities before all Senior
Indebtedness of the Company is paid in full in cash or in a manner satisfactory
to the holders of such Senior Indebtedness in accordance with its terms, or
effective provision made for its payment, such payment or distribution (subject
to the provisions of Sections 13.6 and 13.7) shall be received and held for the
benefit of and paid over to the holders of the Senior Indebtedness of the
Company remaining unpaid or unprovided for or their representative, or to the
trustee under any indenture under which such Senior Indebtedness of the Company
may have been issued (pro rata as provided in paragraph (2) above), for
application to the payment of such Senior Indebtedness of the Company to the
extent necessary to pay all such Senior Indebtedness of the Company in full in
cash or in a manner satisfactory to the holders of Senior Indebtedness of the
Company in accordance with its terms, after giving effect to any concurrent
payment or distribution or provision therefor to the holders of such Senior
Indebtedness of the Company.

        The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company or any
assignment for the benefit of the Company's creditors, tending toward the
liquidation of the business and assets of the Company.

SECTION 13.4 HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS

        Upon the payment in full of all Senior Indebtedness of the Company in
cash or in a manner satisfactory to the holders of such Senior Indebtedness, the
Holders of the Securities



                                      -63-
<PAGE>

shall be subrogated equally and ratably to the rights of the holders of Senior
Indebtedness of the Company to receive payments or distributions of assets of
the Company applicable to the Senior Indebtedness of the Company until all
amounts owing on the Securities shall be paid in full, and for the purpose of
such subrogation no payments or distributions to the holders of Senior
Indebtedness of the Company by or on behalf of the Company or by or on behalf of
Holders of the Securities by virtue of this Article 13 which otherwise would
have been made to the Holders of the Securities shall, as between the Company
and the Holders of the Securities be deemed to be payment by the Company to or
on account of Senior Indebtedness of the Company it being understood that the
provisions of this Article 13 are intended solely for the purpose of defining
the relative rights of the Holders of the Securities, on the one hand, and the
holders of Senior Indebtedness of the Company, on the other hand.

SECTION 13.5 OBLIGATION OF THE COMPANY UNCONDITIONAL

        Nothing contained in this Article 13 or elsewhere in this Indenture or
in any Security is intended to or shall impair, as between the Company and the
Holders of the Securities the obligations of the Company which are absolute and
unconditional, to pay to the Holders of the Securities the principal of
(premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness of the Company nor,
except as expressly provided in this Article 13, shall anything herein or in the
Securities prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 13 of the holders
of Senior Indebtedness of the Company, in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any distribution of assets of the Company referred to in this Article 13, the
Trustee, subject to the provisions of Section 6.1, and the Holders of the
Securities endorsed thereon shall be entitled to rely upon any order or decree
by any court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee or the Holders of the Securities for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior
Indebtedness of the Company and other indebtedness of the Company the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 13.

        Nothing contained in this Article 13 or elsewhere in this Indenture or
in any Security is intended to or shall affect the obligations of the Company to
make, or prevent the Company from making, at any time except during the pendency
of any dissolution, winding up, liquidation (total or partial) or similar
proceeding, and except during the continuance of any event specified in Section
13.2 (not cured or waived), payments at any time of the principal of (or
premium, if any) or interest on the Securities.



                                      -64-
<PAGE>

SECTION 13.6 KNOWLEDGE OF TRUSTEE

        Notwithstanding any provision of this Indenture, the Trustee shall not
at any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee until three
Business Days after a Responsible Officer of the Trustee on behalf of the
Trustee shall have received at the Corporate Trust Office of the Trustee written
notice thereof from the Company, any Holder, or the holder or representative of
any class of Senior Indebtedness of the Company identifying the specific
sections of this Indenture involved and describing in detail the facts that
would obligate the Trustee to withhold payments to Holders of Securities, and
prior to such time, the Trustee, subject to the provisions of Section 6.1, shall
be entitled in all respects conclusively to assume that no such facts exist. The
Trustee shall be entitled to rely on the delivery to it of a written notice by
an individual representing himself to be a holder of Senior Indebtedness of the
Company (or a trustee on behalf of such holder) to establish that such notice
has been given by a holder of any such Senior Indebtedness or a trustee on
behalf of any such holder.

        In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to amount of Senior
Indebtedness of the Company held by such person, the extent to which such person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such person pending
judicial determination as to the right of such person to receive such payment.

SECTION 13.7 APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT

        If two Business Days prior to the date on which by the terms of this
Indenture any moneys deposited with the Trustee or any Paying Agent (other than
the Company or a Subsidiary) may become payable for any purpose (including,
without limitation, the payment of the principal of, premium, if any, or
interest on any Security) the Trustee shall not have received with respect to
such moneys the notice provided for in Section 13.6, then the Trustee shall have
full power and authority to receive such moneys and to apply the same to the
purpose for which they were received and shall not be affected by any notice to
the contrary which may be received by it on or after such date. This Section
13.7 shall be construed solely for the benefit of the Trustee and Paying Agent
and shall not otherwise affect the rights of holders of such Senior
Indebtedness.

SECTION 13.8 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY
OR HOLDERS OF SENIOR INDEBTEDNESS

        No right of any present or future holders of any Senior Indebtedness of
the Company to enforce subordination as provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act



                                      -65-
<PAGE>

by any such holder, or by any noncompliance by the Company with the terms of
this Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with.

SECTION 13.9 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES

        Each Holder of the Securities by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate in the discretion of the Trustee to effectuate the
subordination provided in this Article 13 and appoints the Trustee his
attorney-in-fact for such purpose, including, without limitation, in the event
of any dissolution, winding up, liquidation or reorganization of the Company
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Company the timely filing of a
claim for the unpaid balance of its or his Securities in the form required in
said proceedings. If the Trustee does not file a proper claim or proof of debt
in the form required in such proceedings before the expiration of the time to
file such claim or claims, then the holders of Senior Indebtedness of the
Company are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Securities.

SECTION 13.10 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS

        The Trustee shall be entitled to all of the rights set forth in this
Article 13 in respect of any Senior Indebtedness of the Company at any time held
by it to the same extent as any other holder of such Senior Indebtedness of the
Company and nothing in this Indenture shall be construed to deprive the Trustee
of any of its rights as such holder. With respect to the holders of Senior
Indebtedness of the Company the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 13, and no implied covenants or obligations with respect to the holders
of Senior Indebtedness of the Company shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and the Trustee shall not be
liable to any holder of Senior Indebtedness of the Company if it shall
mistakenly pay over or deliver to Holders of Securities, the Company or any
other Person monies or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article 13 or otherwise.

SECTION 13.11 ARTICLE 13 NOT TO PREVENT EVENTS OF DEFAULT

        The failure to make a payment on account of principal or interest by
reason of any provision in this Article 13 shall not be construed as preventing
the occurrence of an Event of Default under Section 5.1.



                                      -66-
<PAGE>

SECTION 13.12 PAYING AGENTS OTHER THAN THE TRUSTEE

        In case at any time any Paying Agent (including, without limitation, the
Company or any Subsidiary) other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article 13 shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent (except the Company
and their subsidiaries in the case of Sections 13.6 and 13.7) within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article 13 in addition to or in place of the Trustee.

SECTION 13.13 TRUSTEE'S COMPENSATION NOT PREJUDICED

        Nothing in this Article 13 shall apply to amounts due to the Trustee
pursuant to Section 6.9.

SECTION 13.14 TRUST MONEYS NOT SUBORDINATED

        Notwithstanding anything contained herein to the contrary, payments from
money held in trust under Article 4 by the Trustee for the payment of principal
of, premium, if any, and interest on the Securities shall not be subordinated to
the prior payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article 13 and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.]

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

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



                                       AT&T WIRELESS SERVICES, INC.


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

[Seal]

Attest


----------------------------------
Title:  Vice President



                                      -67-
<PAGE>

                                            ________________________, TRUSTEE


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

[Seal]

Attest


----------------------------------
Title:



                                      -68-
<PAGE>

                                                                       EXHIBIT A
                                                        FORM OF FACE OF SECURITY

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

                          AT&T WIRELESS SERVICES, INC.

                 ____% CONVERTIBLE [SUBORDINATED] DUE _________

$                                                                      No.

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

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

<PAGE>

this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture].

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

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

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

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

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

        Dated:

                                       AT&T WIRELESS SERVICES, INC.


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

        Attest:



                                      -2-
<PAGE>

                           FORM OF REVERSE OF SECURITY

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

        Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on _______ __, _____, or in case this Security or a portion
hereof is called for redemption, then in respect of this Security or such
portion hereof until and including, but (unless the Company defaults in making
the payment due upon redemption) not after, the close of business on the
Business Day which is ten days prior to the Redemption Date, to convert this
Security (or any portion of the principal amount hereof which is $1,000 or an
integral multiple thereof), at the principal amount hereof, or of such portion,
into fully paid and non-assessable shares (calculated as to each conversion to
the nearest 1/100 of a share) of Common Stock of the Company at a conversion
price equal to $______ aggregate principal amount of Securities for each share
of Common Stock (or at the current adjusted conversion price if an adjustment
has been made as provided in the Indenture) by surrender of this Security, duly
endorsed or assigned to the Company or in blank, to the Company at its office or
agency in _______________, accompanied by written notice to the Company that the
Holder hereof elects to convert this Security, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted,
and, in case such surrender shall be made during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date (unless this Security or
the portion thereof being converted has been called for redemption on a
Redemption Date within such period), also accompanied by payment in New York
Clearing House or other funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
this Security then being converted. Subject to the aforesaid requirement for
payment and, in the case of a conversion after the Regular Record Date next
preceding any Interest Payment Date and on or before such Interest Payment Date,
to the right of the Holder of this Security (or any Predecessor Security) of
record at such Regular Record Date to receive an installment of interest (with
certain exceptions provided in the Indenture), no payment or adjustment is to be
made on conversion for interest accrued hereon or for dividends on the Common
Stock issued on conversion. No fractions of shares or scrip representing
fractions of shares will be issued on conversion, but instead of any fractional
interest the Company shall pay a cash adjustment as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides



                                      -3-
<PAGE>

that in case of certain consolidations or mergers to which the Company is a
party or the transfer of substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities, so
that this Security, if then outstanding, will be convertible thereafter, during
the period this Security shall be convertible as specified above, only into the
kind and amount of securities, cash and other property receivable upon the
consolidation, merger or transfer by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or transfer (assuming such holder of Common Stock
failed to exercise any rights of election and received per share the kind and
amount received per share by a plurality of nonelecting shares).

        [If applicable, insert--The indebtedness evidenced by the Securities is,
to the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all indebtedness and obligations of the
Company as are defined in the Indenture as "Senior Indebtedness," and this
Security is issued subject to the provisions of the Indenture with respect
thereto, and each Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions. Each Holder of this Security, by accepting
the same, agrees that each holder of Senior Indebtedness, whether created or
acquired before or after the issuance of this Security, shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.]

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

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






</TABLE>


and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of



                                      -4-
<PAGE>

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

        [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ___________ in any
year commencing with the year ____________ and ending with the year _________
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below and (2) at any time [on or
after ____________], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning _____________ of
the years indicated,

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



</TABLE>

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

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

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

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



                                      -5-
<PAGE>

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

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

        [If the Security is an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

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

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

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



                                      -6-
<PAGE>

denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

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

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

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

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

                            FORM OF CONVERSION NOTICE

To:    AT&T WIRELESS SERVICES, INC.

       The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of AT&T
WIRELESS SERVICES, INC. in accordance with the terms of the Indenture referred
to in this Security, and directs that the shares issuable and deliverable upon
the conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

Dated:

Fill in for registration of shares
of Common Stock and Securities if
to be issued otherwise than to the
registered holder.


                                            Principal Amount to be converted (in
                                            an integral multiple of $1,000, if
                                            less than all):



                                      -7-
<PAGE>

                                            $
                                             -----------------

----------------------------------
Name


----------------------------------
Address



----------------------------------          ------------------------------------
(Please print name and                      Signature
address (including
zip code number))

SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING
NUMBER










                                      -8-