Common use of Attest Clause in Contracts

Attest. (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series of Debentures described in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By _____________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Attest. (FORM OF Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION : This is one of the Debentures Securities of the series of Debentures described designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK Dated: FIRST TRUST NATIONAL ASSOCIATION, as Trustee or as Authentication Agent By By______________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURENOTE) FIRST INDUSTRIAL, L.P. MEDIUM-TERM NOTE (Fixed Rate) This Debenture Note is one of a duly authorized series of Debentures Securities (the "Securities") of the Company Operating Partnership issued and to be issued under an Indenture, dated as of May 13, 1997, as amended, modified or supplemented from time to time (herein sometimes referred to as the "DebenturesIndenture"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company Operating Partnership and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New YorkFirst Trust National Association, as Trustee (herein referred to as the "Trustee"), as supplemented by ," which term includes any successor trustee under the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the TrusteeOperating Partnership, the Company Trustee and the holders of the Debentures. By Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the Indenture, series of Securities designated as "Medium-Term Notes Due Nine Months or More from Date of Issue" (the Debentures are issuable "Notes"). All terms used but not defined in series which may vary as this Note or in an Addendum hereto shall have the meanings assigned to amount, date of maturity, rate of interest and in other respects as such terms in the Indenture providedor on the face hereof, as the case may be. This series of Debentures Note is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are issuable only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in minimum denominations of U.S. $25 1,000 and any integral multiple thereofmultiples thereof or the minimum Authorized Denomination specified on the face hereof. As provided in the Indenture and This Note will not be subject to certain limitations herein and therein set forthany sinking fund and, Debentures unless otherwise specified on the face hereof in accordance with the provisions of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denominationthe following two paragraphs, as requested by will not be redeemable or repayable prior to the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the IndentureStated Maturity Date.

Attest. (Secretary or Assistant Secretary [FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION TRUSTEE'S CERTIFICATE] This First Mortgage Bond is one of the Debentures Bonds of the series of Debentures designated therein, described in the within-mentioned IndentureIndenture and the Supplemental Indenture dated as of June 15, 1999. THE BANK OF NEW YORK as HARRIS TRUST AND SAVINGS BANK, Trustee or as Authentication Agent By _____________________________ By: --------------------------- Authorized Signatory (Officer [FORM OF REVERSE OF DEBENTUREBOND) This Debenture First Mortgage Bond is one of a duly authorized series issue of Debentures Bonds of the Company (herein sometimes referred to as the "DebenturesBonds") in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by the Mortgage and Deed of Trust (the "Indenture"), specified in the Indenture (as defined below)dated November 1, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____1943, 1997 duly executed and delivered between by the Company to Harris Trust and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee Savings Bank (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture")Trustee, to which Indenture whicx Xxxxnture and all indentures supplemental thereto thereto, including the Supplemental Indenture dated February 15, 1993, which amended Section 1 of Article IX of the Indenture, reference is hereby made for a description of the rightsproperties mortgaged and pledged, limitations of rights, obligations, duties the nature and immunities thereunder extent of the Trusteesecurity, the Company rights of the registered owners of the Bonds and of the Trustee in respect thereof, and the holders of terms and conditions upon which the DebenturesBonds are, and are to be, secured. By the terms of the IndentureThe Bonds may be issued in series, the Debentures are issuable in series which for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This First Mortgage Bond is one of a series designated as the First Mortgage Bonds, 7.50% Series Due 2009 (the "Bonds of Debentures is limited the 2009 Series") of the Company, unlimited in aggregate principal amount as specified amount, issued under and secured by the Indenture and described in the First supplemental indenture dated as of June 15, 1999 (the "Supplemental Indenture of June 15, 1999"), between the Company and the Trustee, supplemental to the Indenture. Subject The Bonds of the 2009 Series are subject to redemption on the terms and subject to the terms conditions set forth in the Supplemental Indenture of Article Three June 15, 1999. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture, or of any indenture supplemental thereto, and of the rights and obligations of the Company shall have the right to redeem this Series A Debenture at the option and of the Company, without premium or penalty, holders of the Bonds and coupons may be made with the consent of the Company by an affirmative vote of the holders of not less than 66 2/3% in whole or in part at any time and from time amount of the Bonds entitled to time after _____________ (an "Optional Redemption")vote then outstanding, at a redemption price equal meeting of Bondholders called and held as provided in the Indenture, and by an affirmative vote of the holders of not less than 66 2/3% in amount of the Bonds of any series entitled to 100% vote then outstanding and affected by such modification or alteration, in case one or more but less than all of the series of Bonds then outstanding under the Indenture are so affected; provided however, that no such modification or alteration shall be made which will affect the terms of payment of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid of, or interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemptionor premium, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of if any, on this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereofFirst Mortgage Bond. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuingoccur, the principal of all of the Debentures Bonds at any such time outstanding under the Indenture may be declared, and upon such declaration shall become, declared or may become due and payable, upon the conditions and in the manner, manner and with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance provides that such declaration may in certain events be rescinded by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contraryBonds outstanding. No recourse shall be had for the payment of the principal of of, or the premium or interest on this DebentureFirst Mortgage Bond, or for any claim based hereon, hereon or otherwise in respect hereof, on the Indenture or based on or in respect of the Indentureany indenture supplemental thereto, against any incorporator, or against any stockholder, officer director or directorofficer, as such, past, present or future, as suchof the Company, or of any predecessor or successor corporation, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability beingliability, whether at common law, in equity, by any constitution, statute, rule of law, or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance hereof of this First Mortgage Bond and as part of the consideration for the issuance issue hereof, expressly waived and released. The Debentures being likewise released by the terms of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided the Indenture; provided, however, that nothing herein or in the Indenture and subject or any indenture supplemental thereto contained shall prevent the enforcement of the liability, if any, of any stockholder or subscriber to certain limitations herein and therein set forth, Debentures capital stock upon or in respect of this series so issued are exchangeable for a like aggregate principal amount shares of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the samecapital stock not fully paid up. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them Notwithstanding any provision in the Indenture, the Supplemental Indenture of June 15, 1999 or this First Mortgage Bond to the contrary, any payment by the Company under the New Mortgage of principal of, or interest on, bonds which shall have been authenticated and delivered under the New Mortgage (the "New Mortgage Bonds of the 2009 Series") upon the basis of the issuance and delivery to the New Mortgage Trustee of the Bonds of the 2009 Series shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company to make a payment of principal or interest, as the case may be, in respect of this First Mortgage Bond which is then due.

Attest. Secretary (FORM OF CERTIFICATE OF AUTHENTICATIONForm of Reverse of Exchange Series of Bond) CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series of Debentures described in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By _____________________________ Authorized Signatory PECO ENERGY COMPANY First and Refunding Mortgage Bond, 5.95% Series Due 2011 Due November 1, 2011 (FORM OF REVERSE OF DEBENTURECONTINUED) This Debenture bond is one of a duly authorized issue of bonds of the Company, unlimited as to amount except as provided in the Mortgage hereinafter mentioned or in any indenture supplemental thereto, and is one of a series of Debentures said bonds known as First and Refunding Mortgage Bonds, 5.95% Series due 2011. This bond and all other bonds of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all said issue are issued or and to be issued in one or more series under and pursuant to and are all secured equally and ratably by an Indenture indenture of mortgage and deed of trust dated as of _____May 1, 1997 1923, duly executed and delivered between by The Counties Gas and Electric Company (to which the Company and THE BANK OF NEW YORKis successor) to Fidelity Trust Company, as Trustee (to which Wachovia Bank, National Association, a New York national banking corporation duly association organized and existing under the laws of the State United States of New YorkAmerica, as Trustee (herein referred to as the "is successor Trustee"), as amended, modified or supplemented by the First Supplemental Indenture dated as of _____________ between certain supplemental indentures from the Company and the or its predecessors to said successor Trustee (such Indenture or its predecessors, said mortgage, as so amended, modified or supplemented being hereinafter referred to as herein called the "Indenture"), to which Indenture and all indentures supplemental thereto reference Mortgage. Reference is hereby made to the Mortgage for a description statement of the rightsproperty mortgaged and pledged, limitations of rights, obligations, duties the nature and immunities thereunder extent of the Trusteesecurity, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent said bonds and of the holder Trustee in respect of each Debenture so affected or (ii) reduce the aforesaid percentage of Debenturessuch security, the holders of which are required to consent to any such supplemental indenturerights, without the consent duties and immunities of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their termsTrustee, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall terms and conditions upon which said bonds are and are to be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if anysecured, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not circumstances under which additional bonds may be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirementsissued. As provided in the Indenture Mortgage, the bonds secured thereby may be for various principal sums and subject to certain limitations therein set forthare issuable in series, which series may mature at different times, may bear interest at different rates, and may otherwise vary. The bonds of this Debenture is transferable series mature on November 1, 2011, and are issuable only in registered form without coupons in any denomination authorized by the registered holder hereof on Company. Any bond or bonds of this series may be exchanged for another bond or bonds of this series in a like aggregate principal amount in authorized denominations, upon presentation at the Debenture Register office of the CompanyTrustee in the City of Philadelphia, upon surrender Pennsylvania, or, at the option of this Debenture for registration of transfer the holder, at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory York, all subject to the Company and terms of the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service Mortgage but without any charge will be made for any such transfer, but the Company may require payment of other than a sum sufficient to cover reimburse the Company for any stamp tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice incident to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and releasedexchange. The Debentures bonds of this series are issuable redeemable at the option of the Company, as a whole or in part, at any time upon notice sent by the Company through the mail, postage prepaid, at least thirty (30) days and not more than forty-five (45) days prior to the date fixed for redemption, to the registered form without coupons holder of each bond to be redeemed, addressed to such holder at his address appearing upon the registration books, at a redemption price equal to the greater of (1) 100% of the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date, or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points, plus accrued interest to the redemption date. Unless the Company defaults in denominations payment of $25 the redemption price, on and any integral multiple thereof. As provided in after the Indenture and subject redemption date, interest will cease to certain limitations herein and therein set forth, Debentures accrue on the bonds of this series so issued are exchangeable for a like aggregate principal amount or portions of Debentures the bonds of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenturecalled for redemption.

Attest. (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION Form of Reverse of Security. This [Global] Security is one of the Debentures a duly authorized issue of Securities of the series Company designated as its __% Convertible Subordinated Notes Due 1999 (herein called the "Securities"), limited in aggregate principal amount to $______, issued and to be issued under an Indenture, dated as of Debentures described in _______ (herein called the within-mentioned "Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By "), between the Company and _____________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as called the "Trustee"), as supplemented by which term includes any successor trustee under the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the holders of the Debentures. By Securities and of the terms of upon which the IndentureSecurities are, the Debentures and are issuable in series which may vary as to amountbe, date of maturityauthenticated and delivered. The indebtedness evidenced by this Security is, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall have occurred be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default shall occur and be continuing, the principal of all of the Debentures Securities may be declared, and upon such declaration shall become, declared due and payable, payable in the manner, manner and with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time permits, with certain exceptions as therein provided, the amendment thereof and the modification of the entire indebtedness rights and obligations of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trusteerights [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Security (including upon an exchange, transfer, redemption or repurchase of this Security in part only) effected in accordance with the consent Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary's custodian for this Security, shall make an adjustment on its records to reflect an increase or decrease of the holders of not less than a majority in aggregate Outstanding principal amount of the Debentures of each series affected at the time outstandingthis Security resulting from such deposit or withdrawal, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default case may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. be.] No reference herein to the Indenture and no provision of this Debenture Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture Security at the time and times, place and at the rate rate, and in the money coin or currency, herein prescribed. Subject prescribed or to Section 4.06 of convert this Security as provided in the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture Security is transferable by registrable in the registered holder hereof on the Debenture Register of the CompanySecurity Register, upon surrender of this Debenture Security for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The the City of New York York, New York, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed by by, the registered holder Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures Securities, of authorized denominations and for the same aggregate principal amount and series amount, will be issued to the designated transferee or transferees. No service charge will shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation theretoconnection therewith. Prior to due presentment of this Security for registration of transfer of this Debenturetransfer, the Company, the Trustee, any paying agent Trustee and any Debenture Registrar agent of the Company or the Trustee may deem and treat the Person in whose name this Security is registered holder hereof as the absolute owner hereof (for all purposes, whether or not this Debenture shall Security be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposesoverdue, and neither the Company nor Company, the Trustee nor any paying such agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.. SECTION 204. Form of Trustee's Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. -------------------------, as Trustee By _______________________ Authorized Officer

Attest. (Secretary SUBSCRIPTION FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one TO: AER ENERGY RESOURCES, INC. The undersigned hereby irrevocably exercises the right to purchase _______________ shares of Common Stock of AER Energy Resources, Inc., a Georgia corporation, evidenced by the attached Warrant, and herewith makes payment of the Debentures Exercise Price with respect to such shares in full, all in accordance with the conditions and provisions of said Warrant. The undersigned represents that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, agrees not to offer, sell, transfer or otherwise dispose of any of such Common Stock, except in accordance with the provisions of Section 8 of the series Warrant, and consents that the following legend may be affixed to the certificates for the Common Stock hereby subscribed for, if such legend is applicable: "The securities represented by this certificate have not been registered under the Securities Act of Debentures described 1933, as amended (the "Securities Act"), or any state securities law, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of until either (i) a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or (ii) the corporation shall have received an opinion of counsel reasonably acceptable to the corporation and its counsel that an exemption from registration under the Securities Act or applicable state securities laws is available in connection therewith." The undersigned requests that certificates for such shares be issued, and a warrant representing any unexercised portion thereof be issued, pursuant to the Warrant in the within-mentioned Indenturename of the Registered Holder and delivered to the undersigned at the address set forth below: Dated: ------------------------------ -------------------------------------------------------------------------------- Signature of Registered Holder -------------------------------------------------------------------------------- Name of Registered Holder (Print) -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- The attached Warrant and the securities issuable on exercise thereof have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of registration or the availability of an exemption from registration under said Act or any state securities law. THE BANK OF NEW YORK as Trustee ASSIGNMENT (To be executed by the registered Holder desiring to transfer the Warrant) FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or as Authentication Agent By persons below named the right to purchase ____________ shares of the Common Stock of AER ENERGY RESOURCES, INC. evidenced by the attached Warrant and does hereby irrevocably constitute and appoint ___________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of as attorney to transfer the Company (herein sometimes referred to as said Warrant on the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option books of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% with full power of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued substitution in the premises. Dated: ---------------------------------- -------------------------------- Signature Fill in for new Registration of Warrant: Signature Guarantee: ---------------------------------------- -------------------------------- Name Name of Guarantor By: ---------------------------------------- ----------------------------- Name: ---------------------------------------- --------------------------- Address Title: -------------------------- Please print name and address of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. assignee (including zip code) -------------------------------------------------------------------------------- NOTICE The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject signature to the foregoing requirements. As provided in Subscription Form or Assignment must correspond to the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by name as written upon the registered holder hereof on the Debenture Register face of the Companyattached Warrant in every particular, upon surrender of this Debenture for registration of transfer at the office without alteration or agency of the Company designated for such purpose in the Borough of Manhattanenlargement or any change whatsoever. EXHIBIT E RAYOVAC AFFILIATES [RAYOVAC LOGO] RAYOVAC CORPORATION AND SUBSIDIARIES RAYOVAC CORPORATION RAYOVAC LATIN AMERICA, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writingLTD. ROV HOLDING, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transfereesINC. No service charge will be made for any such transferRAYOVAC OVERSEAS CORPORATION RAYOVAC (UK) LIMITED RAYOVAC ARGENTINA S.R.L. RAYOVAC EUROPE LIMITED RAYOVAC CHILE, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation theretoLTDA. Prior to due presentment for registration of transfer of this DebentureRAYOVAC CANADA INC. RAYOVAC COLOMBIA, the CompanyS.A. RAYOVAC FAR EAST LIMITED RAYOVAC COSTA RICA, the TrusteeS.A. ZOEPHOS INTERNATIONAL N.V. RAYOVAC DOMINICAN REPUBLIC, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premiumS.A. RAYOVAC EUROPE B.V. RAYOVAC EL SALVADOR, if anyS.A. DE C.V. MINERA VIDALUZ S.A. DE C.V. RAYOVAC GUATEMALA, and interest due hereon and for all other purposesS.A. RAYOVAC FOREIGN SALES CORPORATION DISTRIBUIDORA RAYOVAC GUATEMALA, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contraryS.A. XXXXXX XXXCTRONICS B.V. RAYOVAC HONDURAS, S.A. XXXXXX XXXCTRONICS GMBH DISTRIBUIDORA RAYOVAC HONDURAS, S.A. ROVCAL, INC. No recourse shall be had for the payment of the principal of or the interest on this DebentureRAY-O-VAC DE MEXICO, or for any claim based hereonS.A. DE C.V. RAYOVAC VENEZUELA, or otherwise in respect hereofS.A. EXHIBIT F FORM OF END USER LICENSE AGREEMENT FORM A: ON OUTSIDE OF PACKAGE OR VISIBLE THROUGH PACKAGING IMPORTANT -- READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THIS PACKAGE. BY OPENING THIS PACKAGE, or based on or in respect of the IndentureYOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, against any incorporatorYOU SHOULD PROMPTLY RETURN THE PACKAGE IN UNOPENED FORM, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the IndentureAND YOU WILL RECEIVE A REFUND OF YOUR MONEY.

Attest. Frederick T. Strobl, Daniel E. Cohen, Sxxxxxxxx Xxxxx Xxxxxxxxx Officer Exhibit B [Form of Rights Certificate] Certificate No. R-________ _________ Rights NOT EXERCISABLE AFTER July 20, 2005, OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT REFERRED TO HEREIN. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (FORM AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AUTHENTICATIONAN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) CERTIFICATE OF AUTHENTICATION SUCH AGREEMENT.](1) Rights Certificate CNS, INC. This certifies that _____________________, or registered assigns, is one the registered owner of the Debentures number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the series Rights Agreement, dated as of Debentures described in July 20, 1995, as amended and restated by that certain Amended and Restated Rights Agreement dated as of December 20, 2002 (the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By "Rights Agreement"), between CNS, Inc., a Delaware corporation (the "Company"), and _____________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Attest. Exhibit A NO. CUSIP NO. 000000XX0 [Form of Face of Security] XXXXXX BROTHERS HOLDINGS INC. 2.75% Exchangeable Note Due July 1, 2002 Xxxxxx Brothers Holdings Inc., a corporation duly organized and existing under the laws of Delaware (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one of hereinafter called the Debentures of "Company", which term includes any successor corporation under the series of Debentures described in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________, or registered assigns, the principal sum of _________ Authorized Signatory Dollars on July 1, 2002, and to pay interest thereon from July 1, 1997, or (FORM OF REVERSE OF DEBENTURE) This Debenture is one computed on the basis of a 360-day year of twelve 30-day months) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly authorized series of Debentures of the Company provided for, semi-annually on January 1 and July 1 in each year (herein sometimes referred to as each, an "Interest Payment Date" and, collectively, the "DebenturesInterest Payment Dates"), specified commencing January 1, 1998, at the rate of 2.75% per annum, until the principal hereof is paid or made available for payment. 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 Indenture person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on the 15th day of the calendar month immediately preceding the relevant Interest Payment Date, whether or not a Business Day (as defined below), all issued provided that interest payable at maturity shall be payable to the person to whom the principal hereof is payable. In any case where such Interest Payment Date falls on a day which is not a business day or which is a legal holiday on which the corporate trust office of the Trustee or banking institutions in the place of payment are authorized or required to close (notwithstanding any other provision of said Indenture or this Security) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and, if such payment is so made, no interest shall accrue for the period from and after such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be issued 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 series under and pursuant to an Indenture dated Predecessor Securities) is registered at the close of business on a special record date as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws described in Section 307 of the State Indenture for the payment of New York, as Trustee (herein referred such defaulted interest to as the "Trustee"), as supplemented be fixed by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the notice whereof shall be given to holders of the Debentures. By the terms Securities of the Indenturethis series not less than 10 days prior to such special record date, the Debentures are issuable in series which or may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part be paid at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by in any other method utilized by lawful manner not inconsistent with the Trustee. In requirements of any securities exchange on which the event of redemption of this Debenture in part only, a new Debenture or Debentures Securities of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declaredlisted, and upon such declaration shall becomenotice as may be required by such exchange, due and payable, in the manner, with the effect and subject to the conditions all as more fully provided in the said Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment Payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, ) and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not Security will be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer made at the office or agency of the Company designated maintained for such that purpose in the Borough of Manhattan, The City of New York accompanied York, 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; provided, however, that at the option of the Company payment is legal tender for payment of interest may be made by a written instrument or instruments of transfer in form satisfactory check mailed to the Company and address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee duly executed referred to on the reverse hereof by the registered holder hereof or his attorney duly authorized in writingmanual signature, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will this Security shall not be issued entitled to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of benefit under the Indenture, against or be valid or obligatory for any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenturepurpose.

Attest. (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one Secretary Approved and filed in the Department of State on the ---------- day of ----------, 1998. ------------------------------ Secretary of the Debentures Commonwealth Exhibit B Form of the series of Debentures described in the within-mentioned IndentureRight Certificate Certificate No. R- Rights NOT EXERCISABLE AFTER APRIL 30, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE BANK OF NEW YORK as Trustee or as Authentication Agent By RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Right Certificate PPG INDUSTRIES, INC. This certifies that _____________________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture , or registered assigns, is one of a duly authorized series of Debentures the registered owner of the Company number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 19, 1998 (herein sometimes referred to as the "DebenturesRights Agreement"), specified in the Indenture (as defined below)between PPG Industries, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORKInc., a New York banking Pennsylvania corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "TrusteeCompany"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee ChaseMellon Shareholder Services, L.L.C. (such Indenture as so supplemented being hereinafter referred to as the "IndentureRights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 30, 2008 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company, at a purchase price of $320 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which Indenture may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 21, 1998, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all indentures supplemental thereto of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder hereunder of the TrusteeRights Agent, the Company and the holders of the DebenturesRight Certificates. By the terms Copies of the IndentureRights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the Debentures are issuable in series which may vary as holder shall be entitled to amount, date receive upon surrender hereof another Right Certificate or Right Certificates for the number of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenturewhole Rights not exercised. Subject to the terms of Article Three provisions of the IndentureRights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company shall have the right to redeem this Series A Debenture at the option a redemption price of the Company, without premium $.01 per Right or penalty, (ii) may be exchanged in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% for Preferred Shares or shares of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionCompany's Common Stock, par value $1.66-2/3 per share. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof No fractional Preferred Shares will be issued in upon the name exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the holder hereof upon the cancellation hereof. In case an Event of DefaultCompany, as defined be evidenced by depositary receipts), but in the Indenturelieu thereof a cash payment will be made, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) Rights Agreement. No holder of this Right Certificate shall be conclusive and binding upon such entitled to vote or receive dividends or be deemed for any purpose the holder and upon all future holders and owners of this Debenture and the Preferred Shares or of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or other securities of the Indenture shall alter or impair the obligation of the Company, Company which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, may at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but issuable on the Interest Payment Date occurring at the end of each Extension Period the Company exercise hereof, nor shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided anything contained in the Indenture and subject Rights Agreement or herein be construed to certain limitations therein set forth, this Debenture is transferable by confer upon the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any predecessor or successor corporation, whether by virtue of matter submitted to stockholders at any constitution, statute or rule of lawmeeting thereof, or by to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the enforcement of any assessment Rights Agreement), or penalty to receive dividends or subscription rights, or otherwise, all such liability being, until the Right or Rights evidenced by the acceptance hereof and this Right Certificate shall have been exercised as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable Rights Agreement. This Right Certificate shall not be valid or obligatory for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested any purpose until it shall have been countersigned by the holder surrendering Rights Agent. WITNESS the samefacsimile signature of the proper offic- ers of the Company and its corporate seal. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the IndentureDated as of , .

Attest. Clerk (To Be Endorsed on All Bonds) (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This bond is one of the Debentures Bonds of the series of Debentures therein specified described in the within-mentioned Trust Indenture. THE BANK OF NEW YORK Pittsburgh National Bank, as Trustee or as Authentication Agent By _____________________________ -------------------------------------- Authorized Signatory Officer [Reverse of Bond]" CITY OF WEIRTON, WEST VIRGINIA POLLUTION CONTROL REVENUE REFUNDING BOND (FORM OF REVERSE OF DEBENTUREWeirton Steel Corporation Project) Series 1989 This Debenture bond is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is bonds limited in aggregate principal amount as specified in to FIFTY-SIX MILLION THREE HUNDRED THOUSAND DOLLARS ($56,300,000) (the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this "Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption1989 Bonds"), at a redemption price equal issued and authorized to 100% be issued for the purpose of paying the cost of refunding certain of the principal amount Issuer's outstanding pollution control revenue bonds (the "Prior Bonds") issued to finance (or refinance) the acquisition, construction and installation of certain pollution control equipment (the "Project") presently owned by, or leased to, Weirton Steel Corporation (the "Company") and located in the Company's steel manufacturing plant in the City of Weirton, West Virginia, so as to promote the job opportunities, health, general prosperity and welfare of the inhabitants of the State of West Virginia. The Series A Debentures to be redeemed plus any accrued 1989 Bonds are all issued under and unpaid interest thereon are equally and ratably secured and entitled to the date of such redemption. If the Series A Debentures are only partially redeemed security given by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions Indenture, among other things, assigns to the Trustee for defeasance at any time the benefit of the entire indebtedness Bondholders certain of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting rights and remedies of the Company Issuer under a loan agreement (the "Agreement"), dated as of November 1, 1989, between the Issuer and the TrusteeCompany, with including the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstandingright to collect and receive certain amounts payable thereunder, as defined in the Indenture, to execute supplemental indentures security for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premiumof, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the Series 1989 Bonds. As long as the Agreement is in effect, and subject to the terms and conditions contained in the Indenture and the Agreement, one or more series of additional bonds may be issued under the Indenture pursuant to a supplemental indenture or indentures on a parity with, and secured and payable equally and ratably under the Indenture with, the Series 1989 Bonds for the purposes provided in the Agreement. The date or dates of such additional bonds, the rate or rates of interest on such additional bonds, the time or times of payment of the interest thereon and place the principal thereof, and at the rate and (except as otherwise provided in the money herein prescribed. Subject to Section 4.06 of Indenture) the redemption provisions, if any, with respect thereto all shall be provided in the supplemental indenture authorizing such additional bonds, rather than as provided in the Indenture, so long and may differ from the provisions with respect to the Series 1989 Bonds. Said additional bonds and the Series 1989 Bonds are collectively referred to herein as the Company shall not "Bonds." Reference is hereby made to the Agreement and the Indenture and to all amendments and supplements thereto (a copy of each of which is and will be in default in on file at the payment principal corporate trust office of interest on the Series A DebenturesTrustee) for the provisions, among others, with respect to the nature and extent of the security for the Bonds, the Company rights, duties and obligations of the Issuer, the Company, the Trustee and the Owners of the Bonds and the terms upon which the Bonds are issued and secured. Capitalized terms not otherwise defined herein shall have the rightmeanings ascribed thereto in the Indenture. The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 or any integral multiple of $5,000 in excess thereof. This bond is fully negotiable and transferable, at any time during as provided in the term Indenture, only upon the books of the Series A DebenturesIssuer' kept by the Trustee, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Periodand, subject to the foregoing requirements. As limitations provided in the Indenture Indenture, may be negotiated and subject to certain limitations therein set forth, this Debenture is transferable transferred by the registered holder owner hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office in person or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writingwriting upon the surrender of this bond together with a written instrument of transfer reasonably satisfactory to the Trustee. Thereupon, and thereupon one a new bond or more new Debentures of authorized denominations and for bonds, in registered form, in the same aggregate unpaid principal amount and of the same maturity, interest rate and series will as this bond shall be issued to the designated transferee or transfereesin exchange herefor as provided in the Indenture. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this DebentureThe Issuer, the Company, the Trustee, Trustee and any paying agent and any Debenture Registrar may deem and treat the person in whose name this bond is registered holder hereof as the absolute owner hereof (hereof, whether or not this Debenture bond shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) not, for the purpose of receiving payment of or on account of the principal hereof and of, premium, if any, and (subject to the provisions of the Indenture) interest due hereon on this bond and for all other purposes. All such payments so made to the registered owner hereof shall satisfy and discharge the liability upon this bond to the extent of the sum or sums so paid, and neither the Company nor Issuer, the Trustee nor and any paying agent nor any Debenture Registrar shall not be affected by any notice to the contrary. No recourse The Bonds are subject to mandatory redemption prior to their maturity upon a "Determination of Taxability" (as hereinafter defined) with respect to any Bond. If so called for redemption, the Bonds shall be had for redeemed by the payment Issuer in whole at any time within one hundred eighty (180) days after such Determination of Taxability, at one hundred percent (100%) of the aggregate principal amount of the Bonds then Outstanding, plus accrued interest to the redemption date. A "Determination of Taxability" shall be deemed to have been made upon the first to occur of the following events: (i) the date on, which the Company notifies the Trustee that an "Event of Taxability" (as hereinafter defined) has occurred, which notice is supported by one or more tax schedules, returns or documents that evidence the occurrence of such Event of Taxability; (ii) the date on which the Company or the interest on this DebentureTrustee is advised by private ruling, technical advice or for any claim based hereon, or otherwise in respect hereof, or based on or in respect other written communication from any authorized official of the IndentureInternal Revenue Service that, against based upon any incorporator, stockholder, officer or director, past, present or future, as such, filings of the Company or any other person or entity, or upon any review or audit of the Company or any other person or entity, or upon any other grounds whatsoever, an Event of Taxability has occurred; (iii) the date on which the Trustee or the Company is advised that a court of competent jurisdiction has issued an order, declaration, ruling or judgment to the effect that an Event of Taxability has occurred; or (iv) the date the Trustee shall have received written notice from any owner of any predecessor Bond that it has received a written assertion or successor corporation, whether claim by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part authorized official of the consideration for Internal Revenue Service that an Event of Taxability has occurred; provided, however, that no Determination of Taxability described in clause (i) above shall be deemed to have occurred unless the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture Trustee shall have received a written opinion of Bond Counsel satisfactory to the meanings assigned Trustee, in form and substance satisfactory to them in the IndentureTrustee, to the effect that an Event of Taxability has occurred.

Attest. (FORM OF CERTIFICATE OF AUTHENTICATION) By: ---------------------------------- Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series of Debentures described in Debt Securities issued under the within-within mentioned Indenture. THE BANK OF NEW YORK as As Trustee or as Authentication Agent By _____________________________ Authorized Signatory (FORM By: ------------------------------ Title: [REVERSE SIDE OF REVERSE OF DEBENTURE) NOTE] UNITED COMPANIES FINANCIAL CORPORATION 8 3/8% Subordinated Notes Due July 1, 2005 This Debenture Note is one of a duly authorized series issue of Debentures Debt Securities of the Company designated as its 8 3/8% Subordinated Notes due July 1, 2005 (herein sometimes referred to as called the "DebenturesNotes"), specified limited in the Indenture (as defined below)aggregate principal amount to $150,000,000, all issued or and to be issued in one or more series under and pursuant to an Indenture dated as of _____February 19, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York1997, as Trustee (herein referred to as the "Trustee"), as amended and supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee June 20, 1997 (such Indenture as so supplemented being hereinafter referred to as herein called the "Indenture"), between the Company and The Bank of New York, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option respective rights of the Company, without premium or penalty, in whole or in part at any time the Trustee and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for such purpose, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount of Series A Debentures to be redeemed plus any accrued with like terms and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemptionconditions, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued to the designated transferee. The Notes are issuable only as registered Notes without Coupons in the name denominations of the holder hereof upon the cancellation hereof$1,000 and any integral multiple thereof. In case an Event of Default, as defined As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes with like terms and conditions of different authorized denominations, as requested by the Holder surrendering the same. Except as otherwise provided in the Indenture, no service charge will 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 for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall have occurred and be continuingaffected by notice to the contrary. If an Event of Default shall occur with respect to the Notes, the principal of all of the Debentures Notes, plus accrued and unpaid interest, may be declared, and upon such declaration shall become, declared due and payable, payable in the manner, manner and with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the written consent of the holders Holders of not less than a majority in aggregate principal amount of the Debentures Outstanding Debt Securities of each series affected at the time outstandingby such supplemental indenture, as defined in the Indenturevoting separately, to execute enter into supplemental indentures for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders Holders under the Indenture of the Debenturessuch Debt Securities, or Coupons, if any; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby, (i) extend change the fixed maturity Stated Maturity of the principal of, or installment of interest, if any, on, any Debentures of any seriesDebt Security, or reduce the principal amount thereof, reduce or the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without or change the consent Stated Maturity of or reduce the amount of any payment to be made regarding any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the holder principal of each Debenture so affected a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity, or adversely affect the right of repayment or repurchase, if any, at the option of the Holder, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund, or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof, (ii) reduce the aforesaid percentage in principal amount of DebenturesOutstanding Debt Securities of any series, the holders Holders of which are required to consent to any such supplemental indenture, without the consent or (iii) modify any of the holders of each Debenture then outstanding and affected therebysubordination provisions set forth in the Indenture in a manner adverse to the Holders. The Indenture also contains provisions permitting the holders Holders of not less than a majority in aggregate principal amount of the Debentures Outstanding Debt Securities of all series at the time outstanding affected therebyany series, on behalf of the holders Holders of all the Debentures Debt Securities of any such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived compliance by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance Company with certain provisions of the Indenture, including the payment Indenture and certain past defaults or Events of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults Default under the IndentureIndenture and their consequences. Any such consent or waiver by the registered holder Holder of this Debenture (unless revoked as provided in the Indenture) Note shall be conclusive and binding upon such holder Holder and upon all future holders and owners Holders of this Debenture Note and of any Debenture Note issued upon the registration of transfer hereof or in exchange herefor or in place lieu hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this DebentureNote. No supplemental indenture shall adversely affect the rights of any holder of Senior Indebtedness without the consent of such holder. No reference herein to the Indenture and no provision of this Debenture Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture Note at the time and times, place and at the rate rate, and in the money coin or currency, herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this DebentureNote, or for any claim based hereonpart thereof, or otherwise in respect hereofof indebtedness represented hereby, or based on upon any obligation, covenant or in respect agreement of the IndentureIndenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, officer or director, as such, past, present or future, as such, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company, or any such predecessor or successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture or any indenture supplemental thereto and this Note are solely corporate obligations, all and that no personal liability whatsoever shall attach to, or be incurred by, any such liability beingincorporator, stockholder, officer or director, past, present or future, of the Company or any predecessor or successor corporation, either directly or indirectly through the Company or any such predecessor or successor corporation, because of the indebtedness authorized under the Indenture or under or by reason of any of the obligations, covenants, promises or agreements contained in the Indenture or in this Note or to be implied therefrom or herefrom; and that any such personal liability, by the acceptance hereof and as part of the consideration for the issuance issue hereof, is expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture Note which are defined in the Indenture this Note shall have the meanings assigned to them in the Indenture.. The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws and regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entirety JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- Custodian ------------------------------ (Cust) ----------------------------- (Minor) under Uniform Gifts to Minors Act ------------------------------ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Name and Address of Assignee, including zip code) the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated:

Attest. (Title EXHIBIT A FORM OF WARRANT CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one [Face of the Debentures Warrant Certificate] [Form of the series Legend if Offered Securities Prior to _________ this Warrant with Warrants which are Certificatecannot be transferred or not immediately detachable. exchanged unless attached to a [Title of Debentures described in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee or as Authentication Agent By Offered Securities].] [Form of Legend if Warrants are not Prior to ___________, Warrants immediately exercisable. evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN XXXXX FARGO & COMPANY WARRANTS TO PURCHASE [Title of Warrant Securities] VOID AFTER 5 P.M., NEW YORK CITY TIME, ON __________________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of No. _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. __________ Warrants This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after certifies that _________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [if Offered Securities with Warrants which are not immediately detachable --, subject to the registered owner qualifying as a "holder" of this Warrant Certificate, as hereinafter defined) to purchase, at any time [after 5 P.M., New York City time, on ____ and] on or before 5 P.M., New York City time, on _________, _________, shares of [Title of Warrant Securities] (an the "Optional RedemptionWarrant Securities"), at a redemption of Xxxxx Fargo & Company (the "Company") on the following basis: during the period from ____, through and including ______, the exercise price equal to 100% of each Warrant will be ___________; during the period from ________________, through and including ___________, the exercise price of each Warrant will be (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant. The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full [in lawful money of the principal amount United States of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the date Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the [name of Warrant Agent], or its successor as warrant agent (the holder hereof upon "Warrant Agent"), [or ________], which is, on the cancellation date hereof. In case an Event of Default, as defined in at the Indenture, shall have occurred and be continuing, address specified on the principal of all of the Debentures may be declaredreverse hereof, and upon such declaration shall become, due and payable, in the manner, compliance with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long Warrant Agreement (as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"hereinafter defined), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Attest. (FORM OF Xxxxxx X. Xxxxxxxx Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION : This is one of the Debentures Securities of the series of Debentures described designated therein referred to in the within-mentioned Indenture. THE STATE STREET BANK OF NEW YORK AND TRUST COMPANY, as Trustee or as Authentication Agent Dated: By _____________________________ Authorized Signatory ---------------- ---------------------------------- Xxxxxx X. Xxxx Vice President [Reverse of Note] AVALONBAY COMMUNITIES, INC. MEDIUM-TERM NOTE (FORM OF REVERSE OF DEBENTUREFixed Rate) This Debenture Note is one of a duly authorized series of Debentures Securities (the "Securities") of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or and to be issued in one or more series under and pursuant to an Indenture Indenture, dated as of _____January 16, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York1998, as Trustee (herein referred to as the "Trustee"), as amended and supplemented by the First Supplemental Indenture dated as of _____________ January 20, 1998, the Second Supplemental Indenture dated July 7, 1998 and the Amended and Restated Third Supplemental Indenture dated July 10, 2000, as further amended, modified or supplemented from time to time (the "Indenture"), between the Company and the State Street Bank and Trust Company, as Trustee (such Indenture as so supplemented being hereinafter referred to as the "Trustee," which term includes any successor trustee under the Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the TrusteeCompany, the Company Trustee and the holders of the Debentures. By Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the Indenture, series of Securities designated as "Medium-Term Notes Due Nine Months or More from Date of Issue" (the Debentures are issuable "Notes"). All terms used but not defined in series which may vary as this Note or in an Addendum hereto shall have the meanings assigned to amount, date of maturity, rate of interest and in other respects as such terms in the Indenture providedor on the face hereof, as the case may be. This series of Debentures Note is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are issuable only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in minimum denominations of U.S. $25 1,000 and any integral multiple thereofmultiples thereof or the minimum Authorized Denomination specified on the face hereof. As provided in the Indenture and This Note will not be subject to certain limitations herein and therein set forthany sinking fund and, Debentures unless otherwise specified on the face hereof in accordance with the provisions of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denominationthe following two paragraphs, as requested by will not be redeemable or repayable prior to the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the IndentureStated Maturity Date.

Attest. (NAME: TITLE: [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This bond is one of the Debentures bonds of the series of Debentures designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK YORK, as Trustee, By ------------------------ Authorized Signatory [FORM OF BOND OF THE ___% SERIES] [REVERSE] OHIO EDISON COMPANY MORTGAGE BOND, ___% SERIES DUE ____ This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any money, obligations or other instruments, or earnings thereon, deposited with the Trustee or sinking fund established in accordance with the provisions of the Indenture hereinafter mentioned for the bonds of any particular series) by a General Mortgage Indenture and Deed of Trust, dated as Authentication Agent By of January 1, 1998, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented by indentures supplemental thereto, to which Indenture as so amended and supplemented (herein referred to as the "Indenture") reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured. [Bonds of this series [are not redeemable prior to] [their maturity] [_________, ____]. [Thereafter, the bonds of this series] are redeemable at the option of the Company, as a whole or in part, at any time prior to maturity, upon notice (as specified under the Indenture), to each registered owner of a bond to be redeemed, in whole or in part, at his last address appearing on the registry books, at the principal amount of the bonds so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof determined as set forth in the tabulation below: (If redeemed during the twelve months' period ending with the _______ day of __________ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as year stated) The principal hereof may be declared or may become due on the "Debentures")conditions, specified in the Indenture (as defined below), all issued or to be issued manner and at the time set forth in one or more series under and pursuant to an Indenture dated as of _____, 1997 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of _____________ between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, upon the Debentures are issuable in series which may vary as to amount, date occurrence of maturity, rate of interest and in other respects a completed default as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after _____________ (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. A default may also be deemed to be waived subject to the Company's compliance with certain provisions of the Indenture, including the payment of matured interest and principal, other than principal on the Debentures that has not become due by their terms, and the remedy or, alternatively, waiver of all other defaults under the Indenture. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full and not to extend beyond the maturity of the Series A Debentures (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters or extend beyond the maturity of the Series A Debentures. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the premium, or interest if any, on this Debenturebond, or any part thereof, or for any claim based hereon, thereon or otherwise in respect hereofthereof, or based on of the indebtedness represented thereby, or in respect of upon any obligation, covenant or agreement under the Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, as such, future of the Company or of any predecessor or successor corporation, either directly or through the Company or a predecessor or successor corporation, whether by virtue of any constitutionConstitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability beingof incorporators, stockholders, officers and directors being released by the registered owner hereof by the acceptance hereof of this bond and as part being likewise waived and released by the terms of the consideration for the issuance hereof, expressly waived and releasedIndenture. The Debentures bonds of this series are issuable in only as registered form bonds without coupons in denominations of $25 1,000 and any integral multiple authorized multiples thereof. As This bond is transferable as prescribed in the Indenture by the registered owner hereof, in person or by attorney duly authorized, at an office or agency of the Company, in the Borough of Manhattan, The City of New York, New York or in the City of Akron, Ohio, upon surrender and cancellation of this bond and thereupon a new registered bond or bonds of the same series for a like principal amount, in authorized denominations, will be issued to the transferee in exchange therefor, as provided in the Indenture Indenture, and subject to certain limitations herein upon payment, if the Company shall require it, of the transfer charges therein prescribed. The Company and therein set forth, Debentures the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes. Registered bonds of this series so issued are shall be exchangeable at said offices or agencies of the Company for a like registered bonds of other authorized denominations having the same aggregate principal amount of Debentures amount, in the manner and upon the conditions prescribed in the Indenture. Bonds of this series are to be issued initially under a book-entry only system and, except as hereinafter provided, registered in the name of a different authorized denominationThe Depository Trust Company, as requested New York, New York ("DTC") or its nominee, which shall be considered to be the holder of all bonds of this series for all purposes of the Indenture, including, without limitation, payment by the holder surrendering the sameCompany of principal of and premium, if any, and interest on such bonds of this series and receipt of notices and exercise of rights of holders of such bonds of this series. All terms used in There shall be a single bond of this Debenture series which are defined shall be immobilized in the Indenture shall have custody of DTC with the meanings assigned owners of book entry interests in bonds of this series ("Book-Entry Interests") having no right to them receive bonds of this series in the Indenture.form of physical securities or certificates. Ownership of Book-Entry Interests shall be shown by book entry on the system maintained and operated by DTC, its participants (the "Participants") and certain persons acting through the Participants. Transfers of ownership of Book-Entry Interests are to be made only by DTC and the Participants by that book-entry system, the Company and the Trustee having no responsibility therefor so long as bonds of this series are registered in the name of DTC or its nominee. DTC is to maintain records of the positions of Participants in bonds of this series, and the Participants and persons acting through Participants are to maintain records of the purchasers and owners of Book-Entry