Common use of Forms Generally Clause in Contracts

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated desig- nated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities in bearer form shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [THE CHASE MANHATTAN BANK], as Trustee By: _____By ________________________ Authorized Signatory ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to this Indenture shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons (but which do not affect the rights or duties of the Trustee). If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of PEC and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any applicable securities exchange, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [Bank One Trust Company National Association, as Trustee Trustee] By: _____________________________ ---------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESOfficer SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Order to be delivered pursuant to Sections 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Order. If the Order pursuant to Sections 303 or 304 has been, or simultaneously is, delivered, any instructions by PEC with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers officer executing such Securities, as evidenced by their the officer’s execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for 3.04 with respect to the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities The Trustee’s certificate of each series authentication shall be issuable substantially in registered the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer executing such Securities, as evidenced by their the officer’s execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONof such Securities. The Trustee's certificate Securities of authentication each series will initially be issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities of such series as shall be in substantially specified therein and each shall provide that it shall represent the form set forth below: This is one aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or increased, as appropriate. The Global Security or Securities evidencing the Securities of a series (and all Securities issued in exchange therefore) shall bear the series designated therein referred to legend indicated in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSection 2.02.

Forms Generally. The definitive Securities and the Trustee's certificate of each series authentication thereon shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION Section 202. FORM Form of Face of Security. STARWOOD LODGING TRUST STARWOOD LODGING CORPORATION NON-INTEREST BEARING CONVERTIBLE NOTE DUE ____________, 199_ THIS SECURITY IS NOT CONVERTIBLE INTO PAIRED SHARES SO LONG AS BENEFICIAL OWNERSHIP OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: THIS NOTE IS HELD BY (I) ANY PARTY TO THAT CERTAIN _______________________________________________________ as Trustee By: AGREEMENT AMONG UNDERWRITERS DATED _______________________, (THE "AGREEMENT AMONG UNDERWRITERS") WHO PARTICIPATED IN THE DISTRIBUTION OF THE NON-INTEREST BEARING CONVERTIBLE NOTES DUE ____________, 199_ Authorized Signatory ARTICLE THREE OF STARWOOD LODGING TRUST AND STARWOOD LODGING CORPORATION (THE "SECURITIES"), (II) ANY PERSON WHO IS OTHERWISE AN UNDERWRITER OR DEALER WHO PARTICIPATED IN THE DISTRIBUTION OF THE SECURITIES (THE PARTIES REFERRED TO IN (I) AND (II) ARE HEREIN REFERRED TO AS "UNDERWRITERS"), OR (III) ANY "UNDERWRITER AFFILIATE" (AS THAT TERM IS HEREINAFTER DEFINED). THIS SECURITY IS CONVERTIBLE BY ANY PERSON WHO IS NOT AN UNDERWRITER OR AN UNDERWRITER AFFILIATE AND WILL BE CONVERTED AUTOMATICALLY AS SET FORTH BELOW.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate such other form (including temporary or permanent global form) as shall be established by or pursuant to such an Authorization of the Company or in one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary or as may, consistently herewith, be determined by an Authorized Representative executing such Securities pursuant to this Indenture, as evidenced by its execution thereof. If the forms of Securities of any series are established by action taken pursuant to an Authorization, a copy of an appropriate record of such action shall be certified by any Authorized Representative of the Company or the secretary or assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Order contemplated by Section 3.03 for the authentication and delivery of such Securities. Any such Board Resolution or other document evidencing an Authorization shall have addressed thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Authorization. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of the such Securities. If the form or forms of Upon their original issuance, any Rule 144A Securities and any Initial Regulation S Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to issued in the Trustee at or prior to the delivery form of the Company Order contemplated by Section 303 for the authentication and delivery of such separate Global Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)The Global Securities representing Rule 144A Securities, together with their Successor Securities which are Global Securities other than Regulation S Global Securities and SEC Registered Securities, are collectively herein called the Securities of each series shall be issuable in registered form without coupons"Restricted Global Securities". The definitive Global Securities shall be produced in such manner as shall be determined by the officers executing such representing Initial Regulation S Securities, as evidenced by together with their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially Successor Securities which are Global Securities other than Restricted Global Securities and SEC Registered Securities, are collectively herein called the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES"Regulation S Global Securities".

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ JPMORGAN CHASE BANK, as Trustee By: :_____________________________ Authorized Signatory Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or at any time the Depositary ceases to be registered under the Exchange Act, (2) an Event of Default, or an event which, with notice or the lapse of time or both, would constitute an Event of Default, has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines in its sole discretion that a global Security shall be exchangeable for definitive Securities in registered form. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, and the coupons, if any, appertaining thereto, of each series shall be in substantially such form (including global form) as shall be established by delivery to the form or forms thereof established in the indenture supplemental hereto establishing such series Trustee of an Officers' Certificate or in a Board Resolution establishing such series, one or in an Officer's Certificate pursuant to such more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of the Securities or coupons of any series are established in a Board Resolution or in by an Officer's Certificate pursuant to a Board ResolutionOfficers' Certificate, such Board Resolution and Officer's Certificate, if any, Officers' Certificate shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, provided, that such manner method is permitted by the rules of any securities exchange on which such Securities may be listed, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: The Bank of New York, as Trustee By:_________________________________ as Trustee By: _____________________________ Authorized Signatory SECTION 203. Securities in Global Form. If Securities of a series are issuable in temporary or definitive global form, as specified as contemplated by Section 301, then, notwithstanding Clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner, and upon instructions given by such Person or Persons, as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner, and upon instructions given by the Person or Persons, specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, or delivery or redelivery, of a Security in global form shall be in writing, but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form, if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Security in global form, together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby and the written statement contemplated by the last sentence of Section 303. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees endorsed thereon, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------, as Trustee By: _____________________________ -----------------------------, Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ THE BANK OF NEW YORK , -------------------------- as Trustee By: _____________________________ Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities and the Trustee's certificates of each series authentication thereof shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If Upon their original issuance, Rule 144A Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security". Upon receipt of the Restricted Global Security and the Regulation S Global Security authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in each such Global Security by recording the Depository Interest in the register of the Book-Entry Depositary in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Security to the Depositary, the Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with respective interests owned by such Participants. Neither the Depositary nor its Participants shall have any rights either under this Indenture or forms under any Global Security with respect to such Global Security held on their behalf by the Book-Entry Depositary, and the Book-Entry Depositary may be treated by the Issuer, the Trustee and any agent of Securities the Issuer or the Trustee as the absolute owner of any series are established in a Board Resolution such Global Security for the purpose of receiving payment of or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificateon account of the principal of (premium, if any) and, shall be delivered subject to the provisions of this Indenture, interest on the Global Security and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee at or prior to the delivery any agent of the Company Order contemplated Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Section 303 for the authentication Book-Entry Depositary or impair, as between the Book-Entry Depositary and delivery the Depositary and its Participants, the operation of customary practices of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), Depositary governing the Securities exercise of each series shall be issuable the rights of an owner of a beneficial interest in registered form without couponsany Global Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated desig- nated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series series, or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: ___JPMORGAN CHASE BANK, as Trustee By:______________________________ Authorized Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee By: _____________________________ Authorized Signatory in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or at any time the Depositary ceases to be registered under the Exchange Act, (2) an Event of Default, or an event which, with notice or the lapse of time or both, would constitute an Event of Default, has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines in its sole discretion that a global Security shall be exchangeable for definitive Securities in registered form. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without couponspursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE FACE OF AUTHENTICATIONSECURITY. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: READ-RITE CORPORATION ______________________________________ as Trustee By: No. _________ $_____________ Read-Rite Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________, or registered assigns, the principal sum of _____________ Dollars on _____________________________ Authorized Signatory ARTICLE THREE [IF THE SECURITIESSECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ___________ and __________ in each year, commencing _________., at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or ______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecu rities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------- as Trustee By: _____________________________ ----------------------------- Authorized Signatory -15- ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: ____:_________________________ Authorized Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: *, as Trustee By_____________________________________ as Trustee By: _____________________________ Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series, related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as conclusively evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee Dated: _______________:__________________ as Trustee By: :_____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1207); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305 and (ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (6) the date or dates on which the principal of such Securities is payable; (7) the rate or rates at which such Securities shall bear interest, if any, or any method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360 day year of twelve 30-day months; (8) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company; (10) the obligation, if any, of the Company to redeem or purchase such Securities pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (11) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (12) if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (13) if other than the currency of the United States, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on, such Securities shall be payable; (14) if the principal of (and premium, if any) or interest, if any, on such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (15) if the amount of payments of principal of (and premium, if any) or interest, if any, on such Securities may be determined with reference to an index, formula or other method or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (16) the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; (17) the limitation, if any, on the Company's right to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or comparable equity interest; (18) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (19) any other terms of such Securities (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ LaSalle Bank National Association as Trustee By: _____________________________ ------------------------------------ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ , as Trustee ByBy ---------------------------------------- Authorized Officer SECTION 203. Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: _____________________________ Authorized Signatory ARTICLE THREE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE SECURITIESMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. SECTION 204. Securities in Global Form. If Securities of any series are issuable as Global Securities, as specified as contemplated by Section 301, then, notwithstanding the provisions of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of such series represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Global Security shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a Global Security as shall be specified in a written statement of the Holder of such Global Security.

Forms Generally. The definitive Securities of each series shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: WILMINGTON TRUST COMPANY, as Trustee By:__________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE SECTION 203. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE SECURITIESMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ---------------------------- This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ SunTrust Bank, as Trustee By: _____________________________ By -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or pursuant to one or more Board Resolutions and set forth in a Board Resolution establishing such seriesan Officers' Certificate, or established in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution of the Securities. If the form such Security or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesCoupon. Unless otherwise specified as contemplated by Sections 301 provided in or 1201(g)pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: Bank One Trust Company, National Association, as Trustee By __________________________________________ as Trustee By: _____________________________ Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereof resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to a Company Board Resolution or in a Board Resolution establishing such seriesone or more indentures supplemental hereto, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this IndentureIndenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, Security or Coupon as evidenced by their execution of the Securitiessuch Security or Coupon. If the form of Registered Security, Bearer Security, Coupon or forms of Securities of any series are temporary or permanent global Security is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board ResolutionResolution of the Company, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesRegistered Security, Bearer Security, Coupon, temporary or permanent global Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Definitive Securities of each series and definitive Coupons shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Unless otherwise specified pursuant to Section 301 and except for temporary global Bearer Securities (as contemplated by Section 304 hereof), Bearer Securities shall have Coupons attached. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES[INTENTIONALLY OMITTED].

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ -----------------------------------, as Trustee By: _____________________________ Authorized Signatory Officer Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and the Coupons, if any, appertaining thereto, shall be substantially in substantially the such form or forms thereof (not inconsistent with this Indenture) as shall be established in the indenture supplemental hereto establishing such series or pursuant to a Board Resolution (and set forth in a Board Resolution establishing or, to the extent established pursuant to rather than set forth in such seriesBoard Resolution, in an Officers' Certificate as to such establishment) or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or any indenture supplemental hereto, and and, may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities exchange or to conform to usage, as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the The form or forms of Securities of any series are established in Registered Security or Bearer Security which is a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, Global Security shall be delivered to as provided in the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiespreceding sentence. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the The Securities of each series shall be issuable in registered form as Registered Securities without couponsCoupons or as Bearer Securities with or without Coupons. Unless otherwise specified with respect to the Securities of a series as contemplated by Section 3.01, Bearer Securities (other than Global Securities) will have Coupons attached and Bearer Securities that are Global Securities will not have Coupons attached. Registered Securities and Bearer Securities of a series may, to the extent specified with respect to the Securities of such series, as contemplated by Section 3.01, be issued as Global Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the such Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESand Coupons.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _*, as Trustee By ________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees endorsed thereon, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------, as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related Coupons shall be in substantially the form forms established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of the SecuritiesSecurities or Coupons. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in a Board Resolution the preceding sentence. If the forms of Securities or in an Officer's Certificate Coupons of any series (or any such temporary global Security) are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or Coupons. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave Coupons attached. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or Coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. The Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein and referred to in the within- within mentioned Indenture. Dated: _________________________________ U.S. BANK NATIONAL ASSOCIATION, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESBy SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemption. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate (which shall comply with Section 103), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: (a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (c) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both; if Securities are to be issuable as Bearer Securities, the form of any required certifications; whether any Securities of the series are to be issuable initially in temporary global form; and whether any Securities of the series are to be issuable in permanent global form with or without Coupons and, if so, (i) whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, and (ii) the name of the Common Depositary (as defined in Section 304) or the U.S. Depositary, as the case may be, with respect to any global Security; (d) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the Coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304; (e) the date or dates on which the principal or premium (if any) of the Securities of the series is payable and whether such date or dates may be extended at the option of the Company; (f) the rate or rates (or formula for determining such rate or rates) at which the Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, the Regular Record Date for any interest payable on any Registered Securities on any Interest Payment Date and the circumstances, if any, in which the Company may defer interest payments; (g) whether the interest rate or interest rate formula, as the case may be, for Securities of the series may be reset at the option of the Company and, if so, the date or dates on which such interest rate or interest rate formula, as the case may be, may be reset; (h) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; (i) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company or repaid at the option of the Holders; (j) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (k) the denominations in which any Registered Securities of the series shall be issuable, if other than minimum denominations of $1,000 or integral multiples of $1,000 in excess thereof, and the denomination or denominations in which any Bearer Securities of the series shall be issuable, if other than the minimum denomination of $5,000; (l) the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on the Securities of the series shall be payable if other than the currency of the United States; (m) if the amount of payments of principal of and any premium or interest on the Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; (n) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (o) any additional Events of Default or restrictive covenants with respect to Securities of such series which are not set forth herein and the applicability, if any, of the provisions of Section 1010 or Section 1011 to such Events of Default or covenants; and (p) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and the Coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. Notwithstanding Section 301(b) herein and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to a Company Board Resolution or in a Board Resolution establishing such seriesone or more indentures supplemental hereto, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this IndentureIndenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, Security or Coupon as evidenced by their execution of the Securitiessuch Security or Coupon. If the form of Registered Security, Bearer Security, Coupon or forms of Securities of any series are temporary or permanent global Security is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board ResolutionResolution of the Company, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesRegistered Security, Bearer Security, Coupon, temporary or permanent global Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Definitive Securities of each series and definitive Coupons shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Unless otherwise specified pursuant to Section 301 and except for temporary global Bearer Securities (as contemplated by Section 304 hereof), Bearer Securities shall have Coupons attached. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION[INTENTIONALLY OMITTED] ----------------------- Section 203. The Form of Trustee's Certificate of Authentication. ----------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth below: This attached to this Indenture as Exhibit A. Section 204. Securities in Global Form. ------------------------- Unless otherwise provided in a Company Order, the Securities initially shall be issued in global form. Securities issued in temporary or permanent global form may provide that it or any number of such Securities shall represent the aggregate principal amount of all Outstanding Securities of such series (or such lesser amount as is one permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in a Company Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and (except for temporary global Bearer Securities (as contemplated by Section 304 hereof)) interest on, and any Additional Amounts in respect of, any temporary or permanent global Security shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities of the series designated therein referred to represented by a global Security (i) in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIEScase of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities Securities, the Guarantees and the Trustee's certificates of each series authentication shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees, as the case may be, as evidenced by their execution of the Securities or Guarantees, as the case may be. Each Security shall have a Guarantee endorsed thereon. The definitive Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant , and Guarantees to a Board Resolution, such Board Resolution and Officer's Certificate, if anybe endorsed thereon, shall be delivered to the Trustee at printed, lithographed or prior to the delivery engraved or produced by any combination of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 these methods on steel engraved borders or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. Securities of each series will be initially issued as one or more Global Securities. Each Global Security authenticated under this Indenture shall be in global bearer form, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Upon their original issuance, Rule 144A Securities and Initial Regulation S Securities of each series shall be issued in the form of separate Global Securities. The Global Securities representing Rule 144A Securities, together with their Successor Securities which are Global Securities other than Regulation S Global Securities, are collectively herein called the "Restricted Global Securities". The Global Securities representing Initial Regulation S Securities, together with their Successor Securities which are Global Securities other than Restricted Global Securities, are collectively herein called the "Regulation S Global Securities". SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Global Security. The Trustee's certificate DIAMOND HOLDINGS PLC [If Sterling Security, then insert: 10%][If Dollar Security, then insert: 91/8%] SENIOR NOTES DUE FEBRUARY 1, 2008 Guaranteed as to Payment of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned IndenturePrincipal, Interest and any other amounts due by DIAMOND CABLE COMMUNICATIONS PLC No. Dated: _________________________________ ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1267(a) OF THE UNITED STATES INTERNAL REVENUE CODE. [Legend if Security is a Restricted Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS SECURITY OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [Legend if the Security is a Regulation S Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [Legend if Security is not an Exchange Security: THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 6, 1998, AMONG THE COMPANY, THE GUARANTOR AND THE PARTIES REFERRED TO THEREIN.] Diamond Holdings plc, a public limited company duly incorporated under the laws of England and Wales with registered number 3483724 (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to bearer upon presentation and surrender the principal sum indicated on Schedule A hereof on February 1, 2008 and to pay interest thereon from February 6, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on August 1 and February 1 in each year, commencing August 1, 1998, at the rate of [if Sterling Security, then insert: 10%] [if Dollar Security, then insert: 9 1/8%] per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of [if Sterling Security, then insert: 10%] [if Dollar Security, then insert: 9 1/8%] per annum on any overdue principal and premium and on any overdue installment of interest until paid as Trustee Byspecified on the reverse hereof. [If Original Security, then insert: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESprovided, however, that if (i) the Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such Security will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration statement registering this Security for resale (a "Resale Registration Statement")) by May 7, 1998, or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective by August 5, 1998, or (iii) either the Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the agreement referred to below) without being succeeded promptly by an additional registration statement filed and declared effective, in each case (i) through (iii) upon the terms and conditions set forth in the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement"), dated as of February 6, 1998, among the Company, the Guarantor and the other parties referred to therein (each such event referred to

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in (or any such temporary global Security), including a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if anycopy of the approved form of Securities, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: [_________________________________ ], AS TRUSTEE By AUTHORIZED SIGNATORY." SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall -------------------------------------------------------------------------------- Page 12 20 represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESin such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive --------------------------------------------------------------------------------

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or the authorizations, orders or regulations of any state regulatory agency having jurisdiction over the Company, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ BOATMEN'S TRUST COMPANY as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series (including, with respect to Bearer Securities, the coupons related thereto) and the Trustee's certificate of authentication thereon shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)in accordance with Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave coupons attached. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER] THE TIMES MIRROR COMPANY [Title of authentication shall be in substantially Security] No. _______ [$]________________ THE TIMES MIRROR COMPANY, a Delaware corporation (herein called the form set forth below: This is one of "Company," which term includes any successor Person under the Securities of the series designated therein Indenture hereinafter referred to), for value received, hereby promises to in the within- mentioned Indenture. Dated: pay to [_________________________________ as Trustee By: __, or registered assigns,] [bearer upon presentation and surrender of this Security] the principal sum of ___________________________ Authorized Signatory ARTICLE THREE THE SECURITIESDollars ($_________) on _______________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [annually] [semi-annually] [quarterly] on ____________ [and] [,__________, _____________ and ] in each year, commencing _______________, at [if the Security is to bear interest at a fixed rate, insert --the rate of ____% per annum] [if the Security is to bear interest at a variable rate, insert -- the rate or rates as determined herein], until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the __________ or __________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date] [bearer upon presentation and surrender of the interest coupons attached hereto as they severally mature]. [Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is to bear interest at a variable rate, insert -- [appropriate provisions with regard to the determination of the applicable interest rate or rates based upon the prime rate, the LIBOR rate, the secondary market rate for T-Bills or United States dollar domestic certificates of deposit, the auction rate for T-Bills or such other rate as selected].] [If the Security is not to bear interest prior to Maturity, insert --The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be paid on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) [if applicable, insert -- any such] and interest on this Security will be made at the office or agency of the Company maintained for that purpose in ______________, in such coin or currency of the United States of America [if applicable, specify other currency] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. [No payment of principal (and premium, if any) or interest with respect to any Bearer Securities shall be made at the Corporate Trust Office of the Trustee under the Indenture or at any other office or agency of the Company in the United States or by transfer to an account in, or by check mailed to an address in, the United States. Notwithstanding the foregoing, payment of principal of (and premium, if any) and interest in Dollars on any Bearer Securities and payments of any such additional amounts may be made at the Corporate Trust Office of the Trustee, if (but only if) payment of the full amount of such principal, premium, interest or additional amounts, as the case may be, at all offices located outside the United States through which payment is to be made in accordance with the Indenture is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, [neither] this Security [nor any coupon attached hereto] shall [not] be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)610, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein referred to in the within- within-mentioned Indenture. Dated: _________________________________ , as Trustee By: _____________________________ ----------------- By ------------------------------ Authorized Signatory Officer Section 203. Securities in Global Form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities in bearer form shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: _By ____________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. ---------------------------------- If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL S.A. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in substantially the form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, an appropriate Officers' Certificate setting forth such form together with a copy of the Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, typed, lithographed or engraved or produced by any combination of these methods or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in herein issued under the within- within-mentioned Indenture. Dated: The First National Bank of Chicago, as Trustee By ___________________________________ as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities and the Trustee's certificates of each series authentication thereof shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If Upon their original issuance, Rule 144A Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its Luxembourg corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Company 109 102 and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security". Upon receipt of the Restricted Global Security and the Regulation S Global Security authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in each such Global Security by recording the Depositary Interest in the register of the Book-Entry Depositary in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Security to the Depositary, the Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with respective interests owned by such Participants. Neither the Depositary nor its Participants shall have any rights either under this Indenture or forms under any Global Security with respect to such Global Security held on their behalf by the Book-Entry Depositary, and the Book-Entry Depositary may be treated by the Company, the Trustee and any agent of Securities the Company or the Trustee as the absolute owner of any series are established in a Board Resolution such Global Security for the purpose of receiving payment of or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificateon account of the principal of (premium, if any) and, shall be delivered subject to the provisions of this Indenture, interest on the Global Security and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee at or prior to the delivery any agent of the Company Order contemplated or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Section 303 for the authentication Book-Entry Depositary or impair, as between the Book-Entry Depositary and delivery the Depositary and its Participants, the operation of customary practices of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), Depositary governing the Securities exercise of each series shall be issuable the rights of an owner of a beneficial interest in registered form without couponsany Global Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES110 103

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: :_________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity, as evidenced by their execution of the Securitiessuch Security. If the form or forms of Definitive Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, definitive Coupons shall be delivered to the Trustee at printed, lithographed or prior to the delivery engraved or produced by any combination of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 these methods on a steel engraved border or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ THE BANK OF NEW YORK, as Trustee By: ________By _____________________ Authorized Signatory ARTICLE THREE THE SECURITIESsignatory Section 203. SECURITIES IN GLOBAL FORM. If Securities of a series are issuable in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ YASUDA BANK AND TRUST COMPANY (U.S.A.) as Trustee By: _____________________________ Authorized Signatory Officer SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional uncertificated securities of such series. Any endorsement of a global Security to reflect any change in the rights of the Holders of Outstanding Securities represented thereby, or to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon written instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; (4) the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (5) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect to any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (7) the date or dates on which the principal of such Securities of a particular series is payable; (8) the rate or rates at which such Securities of a particular series shall bear interest, if any, or method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts of such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of a particular series shall be payable; (10) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series may be redeemed, in whole or in part, at the option of the Company; (11) the obligation, if any, of the Company to redeem or purchase such Securities of a particular series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (12) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (13) if other than the principal amount thereof, the portion of the principal amount of such Securities of a particular series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) or interest, if any, on and Additional Amounts in respect of such Securities of a particular series shall be payable; (15) if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which such Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (16) if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined. (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (18) the extent to which any of the Securities of a particular series will be issuable in whole or in part in the form of one or more temporary or permanent global Security or Securities and, in such case, the Depositary for such global Security or Securities, the terms and conditions, if any, upon which such global Securities may be exchanged in whole or in part for definitive securities, and the manner in which any interest payable on a temporary or permanent global Security will be paid. (19) any other terms of such Securities of a particular series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities, provided, however, that such additional terms shall not adversely affect the interest of the Holders of Securities of any such series or any related coupons in any material respect. If any of the terms of the Securities of any series were established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series.

Forms Generally. The definitive Securities and the Senior Guarantees to be endorsed thereon of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be, as evidenced by their execution of the SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Guarantees of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities and Senior Guarantees of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Guarantees of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [ ], --------------------------------- as Trustee By: _____________________________ By --------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture and any related Guarantees shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or a Guarantor's Board Resolution or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity or Coupon or such Guarantee, as the case may be, as evidenced by their execution of such Security or Coupon or such Guarantee, as the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiescase may be. Unless otherwise specified as contemplated by Sections 301 provided in or 1201(g)pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ State Street Bank and Trust Company, as Trustee By: _____________________________ By ----------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESOfficer Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. (a) The definitive Securities of each series Series shall be substantially in substantially such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the form or forms thereof established in the indenture supplemental hereto establishing such series Board of Directors or in a Board Resolution establishing such series, one or in an Officer's Certificate pursuant to such more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (the provisions of which shall be appropriate to reflect the terms of each Series of Securities, including the currency or denomination, which may be Dollars or any Foreign Currency) and may have imprinted or otherwise reproduced thereon such letterslegend or legends, numbers or other marks not inconsistent with the provisions of identification and such legends or endorsements placed thereon this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, may be determined by the officers executing such Securities, Securities as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, Securities as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication such Securities. (b) Notwithstanding anything to the contrary contained herein, Securities of any Series issued in a transaction exempt from or not subject to the registration requirements of the Securities Act shall be issued initially in substantially global form and shall contain the Global Security Legend thereon and a “Schedule of Exchanges of Interests in the Global Security.” Each Global Security shall represent such aggregate principal amount of the outstanding Securities of such Series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities of such Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities of such Series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in connection with any transfer of a beneficial interest therein pursuant to Section 2.8 hereof. (c) Book-Entry Procedures. (i) This Section 2.1(c) shall apply only to Global Securities deposited with the Trustee, as Custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture or any Global Security with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Custodian for the Depositary, and the Depositary (or its nominee) shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. (ii) Notwithstanding any other provision of this Indenture, Securities of any Series issued in a transaction exempt from or not subject to the registration requirements of the Securities Act shall initially be issued in the form set forth below: This is of one fully-registered security for the aggregate principal amount of the Securities of the series designated therein referred to such Series, which Security shall be registered in the within- mentioned name of the Depositary or its nominee. Except as provided in paragraph (e) below, all of the Securities shall be registered in the Security Register in the name of the Depositary or its nominee; provided that if the Depositary shall request that the Securities of such Series be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Securities of such Series for an equal aggregate principal amount of Securities of such Series registered in the name of such nominee or nominees of the Depositary. No Person other than the Depositary or its nominee shall be entitled to receive from the Company or the Trustee either a Security or any other evidence of ownership of the Securities of such Series, or any right to receive any payment in respect thereof, unless the Depositary or its nominee shall transfer record ownership of all or any portion of the Securities of such Series on the Register in connection with discontinuing the book-entry system as provided in paragraph (e) below or otherwise in accordance with the Global Legend. (iii) So long as any Securities of such Series are registered in the name of the Depositary or any nominee thereof, all payments of the principal or redemption price of or interest on such Securities shall be made to the Depositary or its nominee on the dates provided for such payments under this Indenture. Dated: _________________________________ Each such payment to the Depositary or its nominee shall be valid and effective to fully discharge all liability of the Company and the Trustee with respect to the principal or redemption price of or interest on the Securities of such Series to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Securities of any Series outstanding, the Trustee shall not require surrender by the Depositary or its nominee of the Securities of such Series so redeemed, but the Depositary (or its nominee) may retain such Securities and make an appropriate notation on the Security certificate as to the amount of such partial redemption; provided that the Depositary shall deliver to the Trustee, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESshall be conclusive as to the amount of the Securities of such Series of such Maturity which have been redeemed. (iv) The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Securities of any Series registered in its name for the purposes of payment of the principal or redemption price of or interest on the Securities of such Series, selecting the Securities of such Series or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of Securities of such Series, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any Participant or Indirect Participant, any person claiming a beneficial ownership interest in the Securities of such Series under or through the Depositary or any Participant or Indirect Participant, or any other person which is not shown on the Security Register as being a Holder, with respect to (1) the Securities of such Series, (2) the accuracy of any records maintained by the Depositary or any Participant or Indirect Participant, (3) the payment by the Depositary or any Participant or Indirect Participant of any amount in respect of the principal or redemption price of or interest on the Securities of such Series, (4) any notice which is permitted or required to be given to Holders under this Indenture, (5) the selection by the Depositary or any Participant or Indirect Participant of any Person to receive payment in the event of a partial redemption of the Securities of a Series, and (6) any consent given or other action taken by the Depositary as Holder. (v) So long as the Securities of any Series or any portion thereof are registered in the name of the Depositary or any nominee thereof, all notices required or permitted to be given to the Holders of such Securities under this Indenture shall be given to the Depositary. (vi) At or prior to settlement for the Securities of any Series subject to this Section 2.1(c), the Company and the Trustee shall execute, or signify their approval of, a letter of representations (the “Letter of Representations”) applicable to the Securities of such Series. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, shall be in substantially the form forms as shall be established by, or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesor, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary, Assistant Secretary or Managing Director of the Issuer, and delivered to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, Bearer Securities shall have interest coupons attached. The Trustee’s certificate of authentication on all Securities (other than those Securities authenticated by the Securities Security Registrar, which certificate of each series authentication shall be issuable substantially in registered the form without couponsset forth in this Article) shall be in substantially the form set forth in this Article. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication; Form of Registrar’s Certificate of Authentication. The Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE Subject to Section 611, the Security Registrar’s certificate of authentication shall be in substantially the following form: [INSERT NAME OF SECURITY REGISTRAR FOR APPLICABLE SERIES OF SECURITIES], as Security Registrar By: The Common Safekeeper’s effectuation shall be in substantially the following form: [INSERT NAME OF COMMON SAFEKEEPER FOR APPLICABLE SERIES OF SECURITIES], as Common Safekeeper By:

Forms Generally. The definitive Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in substantially the such form (not inconsistent with this Indenture) as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to one or more Board Resolutions (as set forth in a Board Resolution establishing such seriesor, or to the extent established pursuant to rather than set forth in a Board Resolution, an Officer's Certificate pursuant to detailing such establishment) or in one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers legend or other marks of identification and such legends or endorsements placed thereon endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, may be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution of the Securitiessuch Securities and Coupons. If the form or forms of The definitive Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's CertificateCoupons, if any, shall be delivered to the Trustee at printed, lithographed or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 engraved on steel engraved borders or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution thereof. of such Securities and Coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION2.2 Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Subordinated Indenture. Dated______________________, as Trustee By_____________________ Authorized Signatory" If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee's Certificate of Authentication to be borne by the Securities of each such series shall be substantially as follows: "This is one of the Securities referred to in the within-mentioned Subordinated Indenture. _________________________________ , as Trustee Authenticating Agent By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSignatory"

Forms Generally. The definitive Securities of each series shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indentureindenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: [Name of Trustee], as Trustee By:__________________________________ Authorized Officer SECTION 203. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as Trustee Bycontemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: _____________________________ Authorized Signatory ARTICLE THREE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE SECURITIESMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Forms Generally. The definitive Securities and the Senior Guarantees to be endorsed thereon of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be, as evidenced by their execution of the SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Guarantees of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities and Senior Guarantees of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Guarantees of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES.

Forms Generally. The definitive Securities of each series shall be in substantially the form (including permanent global form) as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. If temporary Securities of any series are issued in global form as provided by Section 304, the Securitiesform thereof shall be established as provided in the preceding sentence. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). Unless otherwise specified as contemplated by Sections 301 or 1201(g), If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each series Security of such series, but an appropriate record of such action shall be issuable in registered form without couponsdelivered at or before the time of issuance of the first Security of such series. The definitive Securities shall be printed, lithographed or engraved or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ MELLON BANK, N.A. as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ ----------------------------------- . as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES[Officer] [Signatory]

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which the Securities may be listed or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. The Company shall provide any such legends or endorsements to the Trustee in writing. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner not inconsistent with the rules of any securities exchange on which the Securities may be listed, all as determined by the officers of -18- the Company executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: Bankers Trust Company, as Trustee By ______________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ ----------------------------------- as Trustee By: _____________________________ -------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: *, as Trustee By _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: [_________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES], AS TRUSTEE By -------------------------------- AUTHORIZED SIGNATORY."

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: Chase Bank of Texas, National Association as Trustee By_____________________________________ Authorized Signatory." SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee By: _____________________________ Authorized Signatory (i) in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304 or (ii) otherwise in accordance with written instructions or such other written form of instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Trustee or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Trustee or the Security Custodian and any agent of the Company, the Trustee or the Security Custodian as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Trustee or the Security Custodian, or any agent of the Company, the Trustee or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified in or pursuant to a Board Resolution or supplemental indenture, as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified in or pursuant to a Board Resolution or supplemental indenture, as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Security Custodian, the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified in or pursuant to a Board Resolution or supplemental indenture, as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records kept by the Depositary relating to Securities of any series or for payments made on account of Securities of any series, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the cancellation or reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: [_________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES], AS TRUSTEE By --------------------------- AUTHORIZED SIGNATORY".

Forms Generally. The definitive Securities of each series (including, with respect to Bearer Securities, the coupons related thereto) and the Trustee's certificate of authentication thereon shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)in accordance with Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave coupons attached. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER] THE TIMES MIRROR COMPANY [Title of authentication shall be in substantially Security] No. _______ [$]________________ THE TIMES MIRROR COMPANY, a Delaware corporation (herein called the form set forth below: This is one of "Company," which term includes any successor Person under the Securities of the series designated therein Indenture hereinafter referred to), for value received, hereby promises to in the within- mentioned Indenture. Dated: pay to [_________________________________ as Trustee By: __, or registered assigns,] [bearer upon presentation and surrender of this Security] the principal sum of ___________________________ Authorized Signatory ARTICLE THREE THE SECURITIESDollars ($_________) on _______________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [annually] [semi-annually] [quarterly] on ____________ [and] [,__________, _____________ and ] in each year, commencing _______________, at [if the Security is to bear interest at a fixed rate, insert --_the rate of ____% per annum] [if the Security is to bear interest at a variable rate, insert -- the rate or rates as determined herein], until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the 24 delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [ ], --------------------------------------- as Trustee By: _____________________________ By ------------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSignatory".

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without couponspursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE FACE OF AUTHENTICATIONSECURITY. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] QUANTUM CORPORATION ____________________________________________________ as Trustee By: No.__________ $_____________ Quantum Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Authorized Signatory ARTICLE THREE Dollars on ________________ [IF THE SECURITIESSECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The definitive Securities and the Trustee's certificates of each series authentication thereof shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If Upon their original issuance, Rule 144A Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchaser with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchaser with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security". Upon receipt of the Restricted Global Security and the Regulation S Global Security authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in each such Global Security by recording the Depositary Interest in the register of the Book Entry Depositary in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Security to the Depositary, the Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with respective interests owned by such Participants. Neither the Depositary nor its Participants shall have any rights either under this Indenture or forms under any Global Security with respect to such Global Security held on their behalf by the Book-Entry Depositary, and the Book- Entry Depositary may be treated by the Issuer, the Trustee and any agent of Securities the Issuer or the Trustee as the absolute owner of any series are established in a Board Resolution such Global Security for the purpose of receiving payment of or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificateon account of the principal of (premium, if any) and, shall be delivered subject to the provisions of this Indenture, interest on the Global Security and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee at or prior to the delivery any agent of the Company Order contemplated Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Section 303 for the authentication Book-Entry Depositary or impair, as between the Book-Entry Depositary and delivery the Depositary and its Participants, the operation of customary practices of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), Depositary governing the Securities exercise of each series shall be issuable the rights of an owner of a beneficial interest in registered form without couponsany Global Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ THE FUJI BANK AND TRUST COMPANY as Trustee By: _____________________________ Authorized Signatory Officer SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional uncertificated securities of such series. Any endorsement of a global Security to reflect any change in the rights of the Holders of Outstanding Securities represented thereby, or to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon written instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; (4) the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (5) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect to any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (7) the date or dates on which the principal of such Securities of a particular series is payable; (8) the rate or rates at which such Securities of a particular series shall bear interest, if any, or method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts of such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of a particular series shall be payable; (10) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series may be redeemed, in whole or in part, at the option of the Company; (11) the obligation, if any, of the Company to redeem or purchase such Securities of a particular series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (12) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (13) if other than the principal amount thereof, the portion of the principal amount of such Securities of a particular series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) or interest, if any, on and Additional Amounts in respect of such Securities of a particular series shall be payable; (15) if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which such Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (16) if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined. (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (18) the extent to which any of the Securities of a particular series will be issuable in whole or in part in the form of one or more temporary or permanent global Security or Securities and, in such case, the Depositary for such global Security or Securities, the terms and conditions, if any, upon which such global Securities may be exchanged in whole or in part for definitive securities, and the manner in which any interest payable on a temporary or permanent global Security will be paid. (19) any other terms of such Securities of a particular series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities, provided, however, that such additional terms shall not adversely affect the interest of the Holders of Securities of any such series or any related coupons in any material respect. If any of the terms of the Securities of any series were established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series.

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [ ], -------------------------------------- as Trustee By: _____________________________ By ---------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSignatory".

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g)clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------- as Trustee By: _____________________________ ----------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES[ ], AS TRUSTEE By AUTHORIZED SIGNATORY."

Forms Generally. The definitive Securities and the Trustee's certificates of each series authentication thereof shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If Upon their original issuance, Rule 144A Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchaser with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of a Global Security in bearer form without interest coupons, which shall be deposited on behalf of the Initial Purchasers with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Global Security, together with its Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security". Upon receipt of the Restricted Global Security and the Regulation S Global Security authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in each such Global Security by recording the Depositary Interest in the register of the Book Entry Depositary in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Security to the Depositary, the Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with respective interests owned by such Participants. Neither the Depositary nor its Participants shall have any rights either under this Indenture or forms under any Global Security with respect to such Global Security held on their behalf by the Book-Entry Depositary, and the Book-Entry Depositary may be treated by the Issuer, the Trustee and any agent of Securities the Issuer or the Trustee as the absolute owner of any series are established in a Board Resolution such Global Security for the purpose of receiving payment of or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificateon account of the principal of (premium, if any) and, shall be delivered subject to the provisions of this Indenture, interest on the Global Security and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee at or prior to the delivery any agent of the Company Order contemplated Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Section 303 for the authentication Book-Entry Depositary or impair, as between the Book-Entry Depositary and delivery the Depositary and its Participants, the operation of customary practices of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), Depositary governing the Securities exercise of each series shall be issuable the rights of an owner of a beneficial interest in registered form without couponsany Global Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESsuch Securities.

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the The definitive Securities of each series shall be issuable in registered form without coupons. The definitive typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities shall of such series may be listed or traded, on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such manner series may be listed or traded, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] RELIANT ENERGY, INCORPORATED (Title of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned IndentureSecurity) No. Dated: _________________________________ as Trustee By: ___________________$ __________ Authorized Signatory ARTICLE THREE THE SECURITIESCUSIP No. ________

Forms Generally. The definitive Debt Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form or forms of Debt Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to an indenture supplement hereto or to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Debt Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Debt Securities of each series shall be issuable in registered form without coupons. The definitive Debt Securities shall be produced in such manner as shall be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Debt Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: :____________________ THE CHASE MANHATTAN BANK as Trustee By:______________________________ Authorized Representative SECTION 203 DEBT SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. (a) If the Company shall establish pursuant to Section 301 that the Debt Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 303 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (v) shall bear a legend in accordance with the requirements of the Depository. (b) Notwithstanding any other provision of this Section 203 or of Section 305, subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Debt Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to a nominee of the Depository for such Global Security, or to the Depository, or to a successor Depository for such Global Security selected or approved by the Company, or to a nominee of such successor Depository. (1) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as a Depository for such Global Security or if at any time the Depository for the Debt Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Debt Securities of such series in exchange for such Global Security, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Such Debt Securities will be issued in registered form to such Persons as are specified by the Depository. (2) The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In addition, if an Event of Default shall have occurred and be continuing, the holders of more than 50% of the aggregate principal amount of Debt Securities of any series may determine that the Debt Securities of that Series will no longer be represented by such Global Security or Securities. In either such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each person specified by the Depository individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities. (3) If specified by the Company pursuant to Section 301 with respect to Debt Securities issued or issuable in the form of a Global Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon the Company shall execute, and the Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESshall authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Debt Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (B) to such Depository a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. (4) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Debt Securities in definitive form in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for individual Debt Securities, such Global Security shall be cancelled by the Trustee. Except as provided in the preceding paragraph, Debt Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Debt Securities to the Persons in whose names the Debt Securities are registered. (5) Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Debt Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 with respect thereto. Subject to the provisions of Section 303, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 has been, or simultaneously is, delivered, any instructions by the Company with respect to such Global Security shall be in writing but need not be accompanied by or contained in an Officer's Certificate and need not be accompanied by an Opinion of Counsel.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------- as Trustee By: _____________________________ ------------------------------ Authorized Signatory -13- ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to this Indenture shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons (but which do not affect the rights or duties of the Trustee). If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of PEC and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article or Article Six. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such any other manner permitted by the rules of any applicable securities exchange, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ Bank One Trust Company National Association, as Trustee By: _____________________________ ----------------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by SECTION 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section SECTION 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 Securities (or 1201(gany such temporary global Security), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [ ], ------------------------------------ as Trustee By: _____________________________ By ---------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities in bearer form shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Cedel.

Forms Generally. The definitive Registered Securities of each series shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions substitutions, and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined to be appropriate by the officers executing such SecuritiesJunior Subordinated Debentures, as evidenced by their execution of signatures on the SecuritiesJunior Subordinated Debentures. If the form or forms of Securities Junior Subordinated Debentures of any series are (including any such Global Security) is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without couponsJunior Subordinated Debentures. The definitive Securities Junior Subordinated Debentures shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesJunior Subordinated Debentures, as evidenced by their the execution thereofof such Junior Subordinated Debentures. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Junior Subordinated Debentures, of the series designated therein referred to herein, described in the within- within-mentioned Indenture. Dated: _Wilmington Trust Company, not in its individual capacity but solely as Trustee By________________________________ Authorized Officer SECTION 203. Junior Subordinated Debentures in Global Form. If Junior Subordinated Debentures of a series are issuable in whole or in part in global form, as contemplated by Section 301, then, notwithstanding clause (11) of Section 301 and the provisions of Section 302, the Global Security shall represent such number of the outstanding Junior Subordinated Debentures of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Junior Subordinated Debentures from time to time endorsed thereon and that the aggregate amount of Outstanding Junior Subordinated Debentures represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Junior Subordinated Debentures represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee By: _____________________________ Authorized Signatory pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Junior Subordinated Debentures represented by a Junior Subordinated Debenture in global form if the Junior Subordinated Debenture was never issued and sold by the Company and the Company delivers to the Trustee the Junior Subordinated Debenture in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with respect to the reduction in the principal amount of Junior Subordinated Debentures represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either temporary or permanent form. ARTICLE THREE THE SECURITIESJUNIOR SUBORDINATED DEBENTURES SECTION 301. Amount Unlimited; Issuance in Series. The aggregate principal amount of Junior Subordinated Debentures that may be authenticated and delivered under this Indenture is unlimited. The Junior Subordinated Debentures may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Junior Subordinated Debentures of any series: (1) the title of the Junior Subordinated Debentures of the series (which shall distinguish the Junior Subordinated Debentures of the series from all other Junior Subordinated Debentures); (2) the limit, if any, upon the aggregate principal amount of the Junior Subordinated Debentures of the series that may be authenticated and delivered under this Indenture (except for Junior Subordinated Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Junior Subordinated Debentures of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Junior Subordinated Debentures that, under Section 303, are deemed never to have been authenticated and delivered hereunder); (3) the date or dates on which the principal and premium, if any, of the Junior Subordinated Debentures of the series are payable; (4) the rate or rates, if any, at which the Junior Subordinated Debentures of the series shall bear interest, or the method or methods by which such rate or rates may be determined, the date or dates from which interest shall accrue, the Interest Payment Dates on which interest shall be payable, the Regular Record Date for the interest payable on any Registered Security on any Interest Payment Date and the circumstances, if any, in which the Company may defer interest payments; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest on Junior Subordinated Debentures of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Junior Subordinated Debentures of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Junior Subordinated Debentures of the series and this Indenture may be served and where notices to Holders under Section 106 will be published; (6) if applicable, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Junior Subordinated Debentures of the series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem, repay or purchase Junior Subordinated Debentures of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Junior Subordinated Debentures of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; (8) whether the Junior Subordinated Debentures of the series shall be issued in whole or in part in the form of a Global Security or Securities and the Depository for the Global Security or Securities, whether such global form shall be permanent or temporary; (9) if Junior Subordinated Debentures of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security may be exchanged for definitive Junior Subordinated Debentures and whether the definitive Junior Subordinated Debentures will be in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date shall be paid to any clearing organization with respect to a portion of such Global Security held for its account and, in that event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three; (10) whether, and under what conditions, additional amounts will be payable to Holders of Junior Subordinated Debentures of the series under Section 1006; (11) the denominations in which any Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (12) if other than the principal amount thereof, the portion of the principal amount of Junior Subordinated Debentures of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (13) any Events of Default with respect to Junior Subordinated Debentures of such series, if not set forth herein; (14) any other covenant or warranty included for the benefit of the Junior Subordinated Debentures of the series in addition to (and not inconsistent with) those set forth herein for the benefit of Junior Subordinated Debentures of all series, or any other covenant or warranty included for the benefit of Junior Subordinated Debentures of the series in lieu of any covenant or warranty set forth herein for the benefit of Junior Subordinated Debentures of all series, or any provision that any covenant or warranty set forth herein for the benefit of Junior Subordinated Debentures of all series shall not be for the benefit of Junior Subordinated Debentures of such series, or any combination of such covenants, warranties or provisions and the applicability, if any, of the provisions of Section 1005 to such covenants and warranties; (15) the terms and conditions, if any, pursuant to which the Company's obligations under this Indenture may be terminated through the deposit of money or Eligible Instruments as provided in Articles Four and Twelve; (16) the Person or Persons who shall be Security Registrar for the Junior Subordinated Debentures of such series if other than the Trustee, and the place or places where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying Agent or Agents, if other than the Trustee; (17) any other terms of the series (which terms may not be inconsistent with the provisions of this Indenture). All Junior Subordinated Debentures of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer's Certificate or in any such indenture supplemental hereto. Junior Subordinated Debentures of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption Dates. If any of the terms of a series of Junior Subordinated Debentures are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth the terms of the series.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a indenture, Board Resolution or Officer's Certificate (or any combination thereof) establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board ResolutionCertificate, such Board Resolution and or Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the The Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees endorsed thereon, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------, as Trustee By: _____________________________ ----------------------------- Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g1201 (g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: ___________________________________ as ___________, Trustee By: _______________________________ Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, shall be in substantially the form forms as shall be established by, or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesor, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary, Assistant Secretary or Managing Director of the Issuer, and delivered to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, Bearer Securities shall have interest coupons attached. The Trustee’s certificate of authentication on all Securities (other than those Securities authenticated by the Securities Security Registrar, which certificate of each series authentication shall be issuable substantially in registered the form without couponsset forth in this Article) shall be in substantially the form set forth in this Article. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication; Form of Registrar’s Certificate of Authentication . The Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE Subject to Section 611, the Security Registrar’s certificate of authentication shall be in substantially the following form: [INSERT NAME OF SECURITY REGISTRAR FOR APPLICABLE SERIES OF SECURITIES], as Security Registrar By: The Common Safekeeper’s effectuation shall be in substantially the following form: [INSERT NAME OF COMMON SAFEKEEPER FOR APPLICABLE SERIES OF SECURITIES], as Common Safekeeper By:

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution of the Securities. If the form such Security or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesCoupon. Unless otherwise specified as contemplated by Sections 301 provided in or 1201(g)pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ Bank One Trust Company, N.A., as Trustee By: _____________________________ ----------------------------------------- Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: __THE FUJI BANK AND TRUST COMPANY as Trustee By_______________________________ Authorized Officer SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional uncertificated securities of such series. Any endorsement of a global Security to reflect any change in the rights of the Holders of Outstanding Securities represented thereby, or to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon written instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee By: _____________________________ Authorized Signatory pursuant to Section 303 or Section 304. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; (4) the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (5) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect to any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (7) the date or dates on which the principal of such Securities of a particular series is payable; (8) the rate or rates at which such Securities of a particular series shall bear interest, if any, or method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts of such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of a particular series shall be payable; (10) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series may be redeemed, in whole or in part, at the option of the Company; (11) the obligation, if any, of the Company to redeem or purchase such Securities of a particular series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (12) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (13) if other than the principal amount thereof, the portion of the principal amount of such Securities of a particular series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) or interest, if any, on and Additional Amounts in respect of such Securities of a particular series shall be payable; (15) if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which such Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (16) if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined. (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (18) the extent to which any of the Securities of a particular series will be issuable in whole or in part in the form of one or more temporary or permanent global Security or Securities and, in such case, the Depositary for such global Security or Securities, the terms and conditions, if any, upon which such global Securities may be exchanged in whole or in part for definitive securities, and the manner in which any interest payable on a temporary or permanent global Security will be paid. (19) any other terms of such Securities of a particular series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities, provided, however, that such additional terms shall not adversely affect the interest of the Holders of Securities of any such series or any related coupons in any material respect. If any of the terms of the Securities of any series were established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ SUNTRUST BANK, as Trustee By: _____________________________ Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution of the Securities. If the form such Security or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesCoupon. Unless otherwise specified as contemplated by Sections 301 provided in or 1201(g)pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ FIRST UNION NATIONAL BANK, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms thereof permanent Global Securities) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, of the Company or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (including the notations thereon relating to the Subsidiary Guarantees contemplated by Section 2.4), and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of temporary Global Securities of any series are issued as permitted by Section 3.11, the form thereof shall be established as provided in a the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or in an Officer's Certificate pursuant to a Board Resolution, coupons of any series (or any such Board Resolution and Officer's Certificate, if any, temporary Global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary Global Security) or coupons. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 3.1, the Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially such Securities or coupons or notations of Subsidiary Guarantees, as the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIEScase may be.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Bearer Securities shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein and referred to in in, and issued under, the within- within mentioned Indenture. Dated: The Bank of New York, as Trustee By _____________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ------------------------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. SUNTRUST BANK, as Trustee By: _______By ______________________ Authorized Signatory ARTICLE THREE THE SECURITIESOfficer SECTION 203. Securities Issuable in Global Form. ------------------------------------------------ When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees endorsed thereon, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------, as Trustee By: _____________________________ ------------------------------ Authorized Signatory Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: SUNTRUST BANK, ATLANTA, as Trustee By__________________________________ Authorized Representative SECTION 203. Securities Issuable in Global Form. ---------------------------------- When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESin such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such SecuritiesDebt Securities or coupons, as evidenced by their execution of signatures on the SecuritiesDebt Securities or coupons. If the form or forms of Debt Securities of any series are or coupons (including any such Global Security) is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for or the authentication and delivery of such SecuritiesDebt Securities or coupons. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Debt Securities of each series in bearer form shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Debt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Debt Securities of the series designated therein referred to herein, described in the within- within-mentioned Indenture. Dated: MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA as Trustee By ___________________________________ Authorized Officer SECTION 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee By: _____________________________ Authorized Signatory pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE DEBT SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g)clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ --------------------------------- as Trustee By: _____________________________ ------------------------------ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution of the SecuritiesSecurities and Coupons, if any. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof also shall be established as provided in a Board Resolution the preceding sentence. If the forms of Securities and Coupons, if any, of any series are established by, or in an Officer's Certificate by action taken pursuant to to, a Board Resolution, such a copy of the Board Resolution and Officer's Certificatetogether with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 202. Unless otherwise specified as contemplated by Sections 301 provided in or 1201(g)pursuant to this Indenture, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution thereofof such Securities and Coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein referred to in the within- within-mentioned Indenture. Dated: _________________________________ BANK ONE, NA as Trustee By: _____________________________ -------------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESSECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount or changes in the rights of Holders of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 314(e) of the Trust Indenture Act.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Securities or Coupons, as evidenced by their execution of the Securitiessuch Securities or Coupons. If the form or forms Section 202. Form of Securities of any series are established in a Board Resolution or in an OfficerTrustee's Certificate pursuant of Authentication. Subject to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)611, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ SUNTRUST BANK, as Trustee By: _____________________________ Authorized Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ THE BANK OF NEW YORK, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g)Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: _________________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee By: _____________________________ By ------------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESOfficer SECTION 203. Securities Issuable in Global Form. When Securities of or within a series are issued in global form, as specified as contemplated by Section 301, then, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 310 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections Section 301 or 1201(g)clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: ____________________________________ as Trustee By: :_____________________________ Authorized Signatory ARTICLE THREE THE SECURITIESThe Securities Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution: the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other series); any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); the Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest; the date or dates on which the principal of the Securities of such series, or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); the rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the duration of any such extension as contemplated by Section 312; and the basis of computation of interest, if other than as provided in Section 310; the place or places at which or methods by which (1) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served; the Security Registrar for such series or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange; the obligation or obligations, if any, of the Company to redeem or purchase the Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 404 in the case of mandatory redemption or redemption at the option of the Holder; the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of $1,000 and any integral multiple thereof; the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars); if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which and the terms and conditions upon which, such election may be made; if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; if other than the principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; any Events of Default, in addition to those specified in Section 801, with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six; the terms, if any, pursuant to which the Securities of such series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of the Company's indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Section 701; if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of temporary form and (iii) any and all other matters incidental to such Securities; if the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 1201; to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series, or any Tranche thereof, the amount or terms thereof; any exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of such series, or any Tranche thereof; any collateral security, assurance or guarantee for the Securities of such series; any non-applicability of Section 608 to the Securities of such series or any exceptions or modifications of Section 608 with respect to the Securities of such series; any rights or duties of another Person to assume the obligations of the Company with respect to the Securities of such series (whether as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights or duties to discharge and release any obligor with respect to the Securities of such series or the Indenture to the extent related to such series; and any other terms of the Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture. With respect to Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer's Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Sections Section 301 or 1201(g)with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ [Trustee], as Trustee By: __By ___________________________ Authorized Signatory ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Initial Securities shall be known as the "7.50% Senior Notes due October 15, 2013" and the Exchange Securities shall be known as the "7.50% Senior Exchange Notes due October 15, 2013", in each case, of each series the Company. The Securities and the Trustee's certificate of authentication shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If Any portion of the form or forms of Securities text of any series are established in a Board Resolution or in Security may be set forth on the reverse thereof, with an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to appropriate reference thereto on the Trustee at or prior to the delivery face of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without couponsSecurity. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONof such Securities. The Trustee's certificate of authentication Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated October 1, 2003, between the Company, Deutsche Bank Securities Inc., Scotia Capital (USA) Inc., CIBC World Markets Corp., U.S. Bancorp Piper Jaffray Inc., Credit Lyonnais Securities (USA) Inc. and Wachovia Xxxxxxx Xxxxets, LLC (collectively, the "Purchasers"). Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A shall be issued initially in the form of a permanent global Security in definitive, fully registered form without interest coupons substantially in the form set forth below: This is in this Article (the "Restricted Global Security") deposited with, or on behalf of, the Depositary or with the U.S. Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by one of the Securities Trustees as hereinafter provided. The Restricted Global Security will be registered in the name of a nominee of the series designated therein referred Depositary and deposited with the U.S. Trustee on behalf of the Purchasers thereof. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the U.S. Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued in the within- mentioned Indentureform of a permanent global Security in fully registered form without interest coupons substantially in the form set forth in this Article (the "Unrestricted Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security"), deposited with, or on behalf of, the Depositary or with the U.S. Trustee, as custodian for the Depositary duly executed by the Company and authenticated by one of the Trustees as hereinafter provided. Dated: _________________________________ The Unrestricted Global Security will be registered in the name of a nominee of the Depositary and deposited with the U.S. Trustee on behalf of the Purchasers thereof, and, if any such Purchaser so elects, for the account of the Euroclear System ("Euroclear") or Clearstream Banking, Societe Anonoyme ("Clearstream"). The aggregate principal amount of the Unrestricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the U.S. Trustee, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIEScustodian for the Depositary or its nominee, as hereinafter provided.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. Dated: _________________________________ ----------------------------- as Trustee By: _____________________________ -------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series series, or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Sections 301 or 1201(g), the The Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within- within-mentioned Indenture. Dated: _________________________________ ---------------------------- as Trustee By: _____________________________ ---------------------------- Authorized Signatory ARTICLE THREE THE SECURITIESOfficer