Common use of Title and Terms Clause in Contracts

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the Indenture. The Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is $30,000,000. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a Series of Securities shall govern and be controlling. The Notes shall be known and designated as the "___“10.75% Exchangeable Step-Up Notes Due November 15, 2002" due 2023” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the IndentureIssuer. The Stated Maturity for payment of the principal of the PIES Notes shall be November June 15, 2002 2023; provided, that if the Indebtedness outstanding under the Senior Credit Agreement is extended, renewed, refunded, refinanced, replaced, defeased or a later date as provided in discharged (such date, the definition “Refinance Date”), the Stated Maturity of "Stated Maturity" in Section 101 and the PIES principal of Notes shall be June 15, 2022. The Notes shall bear interest at the rate of ___10.75% per annumannum from the Issue Date, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for; provided, that the relevant Notes shall bear interest at the rate of 13.00% per annum beginning on the earlier of (i) December 15, 2020 and (ii) if the Refinance Date has occurred, the later of the Refinance Date and June 15, 2020. Interest Payment Dateon the Notes shall be payable on September 15, payable 2018 and quarterly thereafter in arrears on February March 15, May June 15, August September 15 and November December 15 of each year (commencing February 15year, 2000) until the principal thereof is paid or duly provided for and at Maturity, to the persons Person in whose names name the PIES Note (or any predecessor securitiesPredecessor Note) are is registered at the close of business (if applicable) on the last day of the calendar month March 1, June 1, September 1 and December 1 (whether or not a Business Day) immediately preceding such interest payment dateInterest Payment Date (each, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect a “Regular Record Date”). Any changes to the terms of the Issuing Notes under this Section 3.01 shall be evidenced by an Officer’s Certificate. The principal of (and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In additionpremium, if any) and interest on the Stated Maturity is extended Notes shall be payable at the office or agency of the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. The Notes shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Eleven.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. On the Closing Date the Issuer shall issue $325,000,000 aggregate principal amount of Securities (constituting the Original Securities). The Issuer may from time to $_______time issue Additional Securities, except for PIES authenticated in each case pursuant to a Board Resolution and delivered upon reregistration ofsubject to Section 303, transfer ofprovided that such issuance does not result in a breach or violation any of the covenants contained herein. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer, or in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange forfor a like principal amount of Original Securities or Additional Securities. Upon any such exchange the Original Securities or Additional Securities, or as the case may be, shall be cancelled in lieu of, other PIES pursuant to accordance with Section 2.08, 2.09, 2.12, 3.06 or 9.05 310 and shall no longer be deemed Outstanding for any purpose. The Securities shall be known and designated as the "10% Senior Discount Notes due 2008" of the IndentureIssuer. The Their Stated Maturity for payment of principal of the PIES shall be November March 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2008 and the PIES they shall bear interest at the rate of ___10% per annum, from and including _______ __March 15, 1999 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly semi-annually in arrears on February March 15 and September 15, May commencing September 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date2003, until the principal thereof is paid or made available for payment. Notwithstanding the foregoing, provided that nothing Special Interest shall be payable on the Securities under the circumstances and in the manner specified in the Exchange and Registration Rights Agreement, which is hereby incorporated by reference herein and made a part hereof. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 15 and September 15 in each year. Whenever in this Indenture there is mentioned, in any context, interest on, or the PIES is intended in respect of, any Security, such mention shall be deemed to prevent the Company or the Trustee from giving effect include mention of Special Interest to the terms extent that, in such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of Special Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuing and Paying Agency Agreement between Issuer in the CompanyBorough of Manhattan, The Bank City of New York maintained for such purpose and at any other office or agency maintained by the Bank Issuer for such purpose; provided, however, that at the option of New York, London, the Issuer 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. The Securities shall be dated ________ __, 1999. In addition, if subject to repurchase by the Stated Maturity is extended Issuer pursuant to an Offer to Purchase as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity Sections 1015 and additional interest will accrue in arrears 1016. The Securities shall be redeemable as provided in Section 204Article Eleven. The PIES Securities shall be initially issued in the form of a Global Security subject to defeasance and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except covenant defeasance as provided in Section 204 and Article Twelve. The Securities shall not be subject to have the benefit of any sinking fundfund obligation. The PIES Unless the context otherwise requires, the Original Securities, the Additional Securities and the Exchange Securities shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the constitute one series for all purposes under this Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option including with respect to less than all any amendment, waiver, acceleration or other Act of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation Holders, redemption or Offer to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityPurchase.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______850,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Sections 3.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “5.75% Senior Notes due 2024” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in 2024. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___5.75% per annumannum and shall be payable semiannually in arrears on each May 15 and November 15, commencing May 15, 2014 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from March 26, 2014. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to unlimited. The Securities will initially be issued in an aggregate principal amount of $_______400,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Xxxxxxx 000, 2.09000, 2.12000, 3.06 or 9.05 000 xx 0000. The Company may, without the consent of the IndentureHolders, create and issue Additional Securities ranking equally with the Securities and otherwise similar in all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Officers' Certificate, subject to Section 303, specifying the amount of Additional Securities to be authenticated. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. The Securities shall be known and designated as the "7.80% Notes due 2011" of the Company. Their Stated Maturity for payment of principal of the PIES shall be November March 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2011, and the PIES they shall bear interest at the rate of ___% per annumfrom March 15, 2001, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears on February 15, May 15, August 15 and November 15 at a per annum interest rate of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date7.80%, until the principal thereof is paid or made available for payment; PROVIDED, provided that nothing HOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in this Indenture or cash in arrears semi-annually on March 15 and September 15 in each year, and the PIES is intended to prevent amount of accrued Special Interest shall be determined on the basis of a 365-day year and the number of days actually elapsed. In connection with the cash payment of any Special Interest, the Company or shall notify the Trustee from giving effect (the "Special Interest Notice") on or before the later to occur of (i) the terms Regular Record Date preceding such payment of any Special Interest, and (ii) the date on which any such Additional Interest begins to accrue, of the Issuing and Paying Agency Agreement amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during the period between the Company, The Bank of New York date on which the Special Interest Notice is given and the Bank next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Special Interest to be paid by the Company on such Interest Payment Date. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company in The City of New York, LondonNew York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, to be dated ________ __HOWEVER, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest that at the rate set forth 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 this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204Security Register. The PIES shall be initially If the Securities are issued in the form of a Global Security Security, payments of the principal of (and premium, if any) and interest on the depositary for the PIES Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in The Depository Trust CompanyCity of New York, New York, New York (maintained for such purpose and at any other office or agency maintained by the "Depositary")Company for such purpose; 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. The PIES Securities shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to any sinking fund. The PIES shall be mandatorily exchangeable defeasance at the option of the Company as provided in Section 202Article Twelve. The PIES Unless the context otherwise requires, the Original Securities and the Exchange Securities shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the constitute one series for all purposes under this Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject including without limitation, amendments, waivers, redemptions and Offers to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityPurchase.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is limited to not limited. The Initial Notes will be issued in an aggregate principal amount of $_______300.0 million. All the Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “4.750% Senior Notes Due 2027” of the Company. The final Stated Maturity for payment of principal of the PIES Notes shall be November July 15, 2002 or a later date as provided in 2027. Interest on the definition Outstanding principal amount of "Stated Maturity" in Section 101 and the PIES shall bear interest Notes will accrue at the rate of ___4.750% per annumannum and will be payable semi-annually in arrears on January 15 and July 15 in each year, commencing on January 15, 2020, to holders of record on the immediately preceding January 1 or July 1, respectively (each such January 1 or July 1, a “Regular Record Date”). Interest on the Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date; and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly from such date of issuance; provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in arrears exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest, on February 15the Notes shall be payable, May 15and the Notes may be exchanged or transferred, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available Company maintained for payment, provided that nothing purpose in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms Borough of the Issuing and Paying Agency Agreement between the CompanyManhattan, The Bank City of New York and (which initially shall be the Bank Corporate Trust Office of New Yorkthe Trustee (which, Londonfor the avoidance of doubt, to need not be dated ________ __located in Manhattan)) (the “Place of Payment”); provided, 1999. In additionhowever, if the Stated Maturity is extended as provided in Section 204, interest that at the rate set forth in this Section 201 will continue option of the Company payment of interest on a Note may be made by check mailed to accrue on the PIES until Maturity and additional interest will accrue in arrears address of the Holder entitled thereto as provided in Section 204. The PIES such address shall be initially issued appear in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityNote Register.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______150,000,000 in principal amount of Securities, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906, 1012, 1015 or 9.05 1108. The Securities shall be known and designated as the "10 3/8% Senior Subordinated Notes due 2007" of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Securities shall be November 15May 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES Securities shall each bear interest at the rate of ___10 3/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from and including _______ __May 5, 1999 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datepaid, payable quarterly in arrears semiannually on February 15, May 15, August 15 1 and November 15 of 1 in each year (year, commencing February 15November 1, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1999, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, provided that nothing in this Indenture interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the PIES is intended to prevent Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, in The Bank City of New York and maintained for such purposes (which initially will be a corporate trust office of an affiliate of the Bank Trustee, Xxxxxx Trust Company of New York, Londonlocated at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10005); PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be dated ________ __, 1999treated as one class and are together referred to as the "Securities." The Series A Securities rank PARI PASSU in right of payment with the Series B Securities. In addition, if The Securities shall be subject to repurchase by the Stated Maturity is extended Company pursuant to an Offer as provided in Section 2041012. Holders shall have the right to require the Company to purchase their Securities, interest at in whole or in part, in the rate set forth in this event of a Change of Control pursuant to Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1015. The Securities shall be redeemable as provided in Section 204Article Eleven and in the Securities. The PIES Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be initially issued in senior subordinated Indebtedness of the form Company ranking equal to all other existing and future senior subordinated Indebtedness of a Global Security the Company and senior to all Subordinated Indebtedness of the depositary for Company. At the PIES shall be The Depository Trust election of the Company, New York, New York (the "Depositary"). The PIES shall not entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be redeemable or terminable prior to their Stated Maturity except defeased as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Four.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Notes which may be authenticated and delivered under this Indenture is limited unlimited. The Initial Notes will be issued in an aggregate principal amount of up to $_______, except for PIES authenticated 1,600.0 million. The Notes shall be known and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 designated as the “8.500% Second Lien Secured Notes due 2026” of the IndentureCompany. The final Stated Maturity for payment of principal of the PIES Notes shall be November April 1, 2026. Interest on the Outstanding principal amount of Notes will accrue at a rate of 8.500% per annum and will be payable semi-annually in arrears on April 1 and October 1 in each year, commencing on October 1, 2018 (each, an “Interest Payment Date”), to the Holders of record on the immediately preceding March 15 and September 15, 2002 or respectively (each such March 15 and September 15, a later date as provided in “Regular Record Date”). Interest on the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, Initial Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from March 19, 2018, and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly from such date of issuance; provided that if any Note is surrendered for exchange on or after a Regular Record Date that will occur on or after the date of such exchange, interest on the Note received in arrears on February 15exchange thereof will accrue from the date of such Interest Payment Date. Payment of the principal (and premium, May 15, August 15 and November 15 of each year (commencing February 15, 2000if any) and at Maturityinterest on the Notes shall be made, to in the persons in whose names currency of the PIES (or any predecessor securities) are registered United States of America that at the close time is legal tender for payment of business on public and private debts, at the last day Corporate Trust Office of the calendar month immediately preceding such interest payment dateTrustee or, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or at the PIES is intended to prevent the Company or the Trustee from giving effect to the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank by check mailed to the address of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended Person entitled thereto as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES such address shall be initially issued appear in the form of a Global Security and Register or, in accordance with arrangements satisfactory to the depositary for the PIES shall be The Depository Trust CompanyPaying Agent, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior by wire transfer to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged an account designated by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______925,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “4.875% Senior Notes due 2028” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November January 15, 2002 or a later date as provided in 2028. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___4.875% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, commencing January 15, 2018 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from August 11, 2017. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a Series of Securities same series as the Initial Notes. The Notes shall be known and designated as the "___“6.875% Exchangeable Senior Notes Due November 15, 2002" due 2022” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the IndentureIssuer. The Stated Maturity for payment of principal of the PIES Notes shall be November 15August 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2022, and the PIES Notes shall bear interest at the rate of ___6.875% per annumannum from the Issue Date, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears semi-annually on February 15, May 15, 1 and August 15 and November 15 of 1 in each year (commencing beginning February 151, 2000) 2016, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month January 15 and July 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms agency of the Issuing Issuer maintained for such purpose in The City and Paying Agency Agreement between the Company, The Bank State of New York and or, solely with respect to certificated Notes, at the Bank option of New Yorkthe Issuer, Londonpayment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, to be dated ________ __, 1999. In additionpremium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the Stated Maturity is extended name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1018. The Notes shall be redeemable as provided in Section 204Article Eleven. The PIES shall be initially issued in the form due and punctual payment of a Global Security principal of, premium, if any, and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount interest on the PIES in respect of taxesNotes payable by the Issuer is irrevocably unconditionally guaranteed, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adoptedto the extent set forth herein, pursuant to Section 9.01(7) by each of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityGuarantors.

Title and Terms. There is hereby created under the Indenture shall be a Series series of Securities known and designated as the "___8 3/8% Exchangeable Senior Notes Due November 15, 2002due 2005" of the Company. Their Stated Maturity shall be November 15, 2005, and they shall bear interest at the rate of 8 3/8% per annum. Interest on the Securities of this series will be payable semi annually on May 15 and November 15 of each year, commencing May 15, 1999 until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (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 May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of PIES that Securities of this series which may be authenticated and delivered under this First Supplemental Indenture is limited to $_______, 200,000,000 except for PIES Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities of this series pursuant to Section 2.08304, 2.09305 and 306 of the Indenture and except for any Securities of this series which, 2.12pursuant to Section 303 of the Indenture, 3.06 or 9.05 of are deemed never to have been authenticated and delivered under the Indenture. The Stated Maturity for payment Securities of this series will be represented by one or more Global Securities representing the entire $200,000,000 aggregate principal amount of the PIES shall be November 15Securities of this series, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, from and including _______ __, 1999 or the most recent Interest Payment Date Depositary with respect to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall or Global Securities will be The Depository Trust Company. The Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Company in the City of New York, State of New York (York, maintained for such purpose, which shall be the "Depositary")Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; 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; and provided further, that at the option of the Company payment may be made by wire transfer of immediately available funds with respect to principal of and interest and premium on the Securities of this series the Holders of which shall have provided wire transfer instructions to the Company or the Payment Agent, if any. The PIES Securities of this series are not redeemable prior to maturity unless the Company is obligated to pay Additional Amounts in which case the provisions of Article Eleven of the Indenture shall be applicable to the Securities of this series. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable or terminable prior applicable to their Stated Maturity except as provided in Section 204 and shall not be the Securities of this series. The Securities of this series are subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations the provisions of $____ Article Eight, Article Ten and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) Article Thirteen of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______1,100,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “6.500% Senior Notes due 2026” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November December 15, 2002 or a later date as provided in 2026. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___6.500% per annumannum and shall be payable semiannually in arrears on each June 15 and December 15, commencing June 15, 2019 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from September 22, 2017. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Discount Notes which may be authenticated and delivered under this Indenture is limited to $_______110 million aggregate principal amount at maturity, except for PIES Discount Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Discount Notes pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 307, 310, 906, 1015, 1016 or 9.05 of the Indenture1108 or pursuant to an Exchange Offer. The Initial Discount Notes shall be known and designated as the "12 1/2% Senior Discount Notes due 2007," and the Exchange Discount Notes shall be known and designated as the "12 1/2% Series B Senior Discount Notes due 2007," in each case, of Holdings. The Discount Notes will be issued at a discount to their aggregate principal amount at maturity to generate gross proceeds to Holdings on the Issue Date of $60,054,500 with a Stated Maturity for payment of principal of the PIES shall be November 15, 2007. The Discount Notes will accrete in value until November 15, 2002 at a rate per annum of 12 1/2%, compounded semiannually, to an aggregate principal amount of $ 110 million, the principal amount at maturity. Cash interest will not accrue on the Discount Notes prior to November 15, 2002. Thereafter, interest will accrue at a rate per annum of 12.5% and will be payable semiannually in cash and in arrears to the Holders of record on each May 1 or a later November 1 immediately preceding the interest payment date as provided in on May 15 and November 15 of each year, commencing May 15, 2003. Cash interest on the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, Discount Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Dateor, payable quarterly in arrears on February if no interest has been paid, from November 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, 2002. All references to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated Discount Notes herein are references to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Priceprincipal amount at final maturity. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the aggregate number principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of PIES so surrendered (and premium, if any) and interest on the Discount Notes shall be payable at Maturitythe office or agency of Holdings maintained for such purpose in The City of New York, or at such other office or agency of Holdings as may be maintained for such purpose; provided, however, that, at the option of Holdings, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Holders shall have the right to require Holdings to purchase their Discount Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Discount Notes shall be subject to repurchase by Holdings pursuant to an Asset Disposition as provided in Section 1016. The Discount Notes shall be redeemable as provided in Article Eleven and in the Discount Notes.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______1,000,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Sections 3.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “4.625% Senior Secured Notes due 2023” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November July 15, 2002 or a later date as provided in 2023. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___4.625% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, commencing July 15, 2015 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from March 26, 2015. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There The aggregate principal amount of Second-Priority Notes which may be authenticated and issued under this Second-Priority Indenture is hereby created not limited; provided, however, that any Additional Second-Priority Notes issued under this Second-Priority Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a Series of Securities same series as the Second-Priority Notes. The Second-Priority Notes shall be known and designated as the "___“12% Exchangeable Second-Priority Secured Notes Due November 15, 2002" due 2017” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the IndentureIssuers. The Stated Maturity for payment of principal of the PIES Second-Priority Notes shall be November 15December 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2017, and the PIES Second-Priority Notes shall bear interest at the rate of ___12% per annumannum from December 9, 2010, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on June 1, 2010 and semi-annually thereafter on June 1 and December 1 in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Second-Priority Note (or any predecessor securitiesSecond-Priority Note) are is registered at the close of business on the last day of the calendar month May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest on the Second-Priority Notes shall be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment date, until principal thereof is paid of interest may be made by check mailed or made available for payment, wire transfer to the Holders of the Second-Priority Notes at their respective addresses set forth in the Second-Priority Note Register of Holders; provided that nothing all payments of principal, premium, if any, and interest, if any, with respect to Second-Priority Notes represented by one or more Global Notes registered in this Indenture the name of or the PIES is intended to prevent the Company held by Depositary or the Trustee from giving effect its nominee will be made by wire transfer of immediately available funds to the terms accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the Issuing and Paying Agency Agreement between Second Lien Trustee maintained for such purpose. Holders shall have the Companyright to require the Issuers to purchase their Second-Priority Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Bank of New York and the Bank of New York, London, Second-Priority Notes shall be subject to be dated ________ __, 1999. In addition, if the Stated Maturity is extended repurchase pursuant to an offer to purchase as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1018. The Second-Priority Notes shall be redeemable as provided in Section 204Article Eleven. The PIES shall be initially issued in the form due and punctual payment of a Global Security principal of, premium, if any, and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount interest on the PIES in respect of taxesSecond-Priority Notes payable by the Issuers are irrevocably and unconditionally guaranteed, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adoptedto the extent set forth herein, pursuant to Section 9.01(7) by each of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturitySubsidiary Guarantors.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $_______, except for PIES be authenticated and delivered upon reregistration ofunder this Indenture is $300,000,000. Additional Securities, transfer ofwhich may be Initial Securities or Exchange Securities (“Additional Securities”), or in exchange formay be authenticated and delivered under this Indenture at any time from time to time, or in lieu ofand such Securities will have the same terms and conditions as, other PIES pursuant to Section 2.08and be treated as a single class (for all purposes under this Indenture) with, 2.09all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the “4.500% Senior Notes Due 2009” and the Exchange Securities shall be known and designated as the “4.500% Senior Notes Due 2009, 2.12, 3.06 or 9.05 of the Indenture. Series B.” The Stated Maturity for payment of principal of the PIES Securities shall be November December 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2009 and the PIES Securities shall bear interest at the rate of ___4.500% per annumannum from their date of original issue, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 15, May 15, August June 15 and November December 15 in each year, commencing on the date set forth in the definitive form of each year (commencing February 15such Securities, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesPredecessor Security) are is registered at the close of business on the last day June 1 or December 1 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such interest payment datestock exchange require, until principal thereof is paid or made available in Luxembourg, in each case maintained for paymentsuch purposes, provided that nothing in this Indenture or (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to located at SunTrust Bank, c/o SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, and the terms office of the Issuing and Luxembourg Paying Agency Agreement between Agent located at Banque Générale du Luxembourg S.A., 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg) or, at the option of the Company, The Bank interest may be paid by check mailed to the address of New York and the Bank Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of New Yorkwhich have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, London, will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof). In addition, if Securities that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Notes which may be authenticated and delivered under this Indenture is limited to $_______101,000,000, except for PIES Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 310, 906, 1011, 1012 or 9.05 1108 or pursuant to a Notes Exchange Offer. The Initial Notes shall be known and designated as the "10- 1/4% Senior Subordinated Notes due 2007" and the New Notes shall be known and designated as the "10-1/4% Series B Senior Subordinated Notes due 2007," in each case, of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Notes shall be November 15July 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES they shall bear interest at the rate of ___10-1/4% per annumannum from July 3, 1997, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on January 1, 1998 and semiannually thereafter on July 1 and January 1 in arrears on February 15each year, May 15, August 15 until the principal thereof is paid in full and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month immediately June 15 or December 15 next preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Interest Payment Date. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months, until the aggregate number principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of PIES so surrendered and premium, if any, and interest on the Notes shall be payable, and the Notes shall be exchangeable and transferable, at Maturitythe office or agency of the Company in The City of New York maintained for such purposes (which initially shall be the office of the Trustee located at 101 Xxxxxxx Xxxxxx--21W, New York, NY 10286); provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address appears in the Note Register. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1011. The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1012. The Notes shall be redeemable as provided in Article Eleven and in the Notes.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is limited to not limited. The Notes will be issued in an aggregate principal amount of $_______425.0 million. All the Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “4.75 % Senior Notes Due 2021” of the Company. The final Stated Maturity for payment of principal of the PIES Notes shall be November April 15, 2002 or a later date as provided in 2021. Interest on the definition Outstanding principal amount of "Stated Maturity" in Section 101 and the PIES shall bear interest Notes will accrue at the rate of ___4.75% per annumannum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2013, to holders of record on the immediately preceding April 1 or October 1, respectively (each such April 1 or October 1, a “Regular Record Date”). Interest on the Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date; and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly from such date of issuance; provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in arrears exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest, on February 15the Notes shall be payable, May 15and the Notes may be exchanged or transferred, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available Company maintained for payment, provided that nothing purpose in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms Borough of the Issuing and Paying Agency Agreement between the CompanyManhattan, The Bank City of New York and (which initially shall be the Bank Corporate Trust Office of New Yorkthe Trustee (which, Londonfor the avoidance of doubt, to need not be dated ________ __located in Manhattan)) (the “Place of Payment”); provided, 1999. In additionhowever, if the Stated Maturity is extended as provided in Section 204, interest that at the rate set forth in this Section 201 will continue option of the Company payment of interest on a Note may be made by check mailed to accrue on the PIES until Maturity and additional interest will accrue in arrears address of the Holder entitled thereto as provided in Section 204. The PIES such address shall be initially issued appear in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityNote Register.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______1,500,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “6.000% Senior Secured Notes due 2029” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November December 15, 2002 or a later date as provided in 2029. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___6.000% per annumannum and shall be payable semiannually in arrears on each June 15 and December 15, commencing June 15, 2023, to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from November 30, 2022. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The initial aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______US$179,699,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.083.04, 2.093.05, 2.123.06, 3.06 3.07, 3.08, 9.06, 10.12, 10.13 or 9.05 of the Indenture11.08, pursuant to an Exchange Offer or pursuant to Section 3.12. The Company may also issue additional Securities under this Indenture having identical terms and conditions to the Securities, subject to compliance with the covenants contained herein including, without limitation, the covenant contained in Section 10.22 (the "Additional Securities"). The Initial Securities shall be known and designated as the "9 5/8% Senior Subordinated Notes due 2010" and the Exchange Securities shall be known and designated as the "9 5/8% Senior Series B Subordinated Notes due 2010." Their Stated Maturity for payment of principal of the PIES shall be November July 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2010, and the PIES they shall bear interest at the rate of ___9 5/8% per annumannum from the Closing Date, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February January 15 and July 15 in each year, commencing January 15, May 152004, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesSecurity) are is registered at the close of business on the last day January 1 or July 1 next preceding such Interest Payment Date. The principal of (premium, if any) and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing Company in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank City of New York and the Bank of New Yorkmaintained for such purposes, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES (which initially shall be initially issued in the form office of a Global Security and the depositary for the PIES shall be The Depository Trust CompanyTrustee located at One Liberty Plaza, 23rd Floor, New York, New York 10006) or, at the opxxxx xx xxx Xxxxxxx, xxxxxxxx xxx xx xxxx xx xxxxk mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; PROVIDED that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the "Depositary")Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The PIES Securities shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture shall rank pari passu with the Indenture Initial Notes, shall be issued in accordance with Sections 2.2 and 3.12 hereof, shall form a Series of Securities single series with the Initial Notes and (except as set forth in Section 3.12) shall have the same terms as to status, redemption or otherwise as the Initial Notes. The Notes shall be known and designated as the "___“8.875% Exchangeable Senior Notes Due November 15, 2002" due 2027” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the IndentureIssuer. The Stated Maturity for payment of principal of the PIES Notes shall be November 15September 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2027, and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from August 26, 2022, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on March 1, 2023 and semi-annually thereafter on March 1 and September 1 in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesPredecessor Note) are is registered at the close of business on the February 15 and August 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The initial annual interest rate of 8.875% per annum is subject to adjustment as described below based on certain changes to the ratings of the Notes by one or more Designated NRSROs. The annual interest rate on the Notes will increase by 1.00% from the initial annual interest rate beginning on the first day of any Six-Month Interest Period (as defined below) if as of the last day of the calendar month immediately preceding Six-Month Interest Period the Notes either have a Non-IG Rating (as defined below) or the Notes have no rating from any Designated NRSRO (such interest payment daterate increase, until principal thereof is paid a “Credit Rating Interest Increase”). Notwithstanding the prior sentence, if Xxxx-Xxxxx Ratings Company ceases to be a Designated NRSRO, or made available discontinues or otherwise no longer provides credit ratings for paymentParent Guarantor, provided that nothing in this Indenture the Notes, or the PIES industry sector of Parent Guarantor, and such cessation, discontinuance or other lapse in such credit rating is intended to prevent not the Company result of any action, inaction or other fault of the Issuer or the Trustee Guarantors, such cessation, discontinuance or other lapse in such credit rating will not trigger a Credit Rating Interest Increase. In the event the annual interest rate on the Notes increases due to a downgrade or because the Notes have no rating from giving effect any Designated NRSRO, the rate will revert to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, initial annual interest at the rate set forth in this Section 201 will continue to accrue beginning on the PIES until Maturity and additional interest will accrue in arrears first day of any Six-Month Interest Period if as provided in Section 204. The PIES shall be initially issued in of such day the form of Notes have at least a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York Triple-B Rating (the "Depositary"as defined below). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided Issuer will notify the Trustee and the Holders in Section 204 and shall not be subject to writing of any sinking fund. The PIES shall be mandatorily exchangeable as provided change in Section 202. The PIES shall be issuable the ratings of the Notes requiring a change in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount the interest rate on the PIES Notes and the effective dates thereof, and in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of no event will the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall Trustee be responsible for monitoring the payment ratings of the Notes, determining whether any interest rate on the Notes is subject to change or notifying Holders of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (foregoing. Further, in no circumstances will the "Cash Delivery Option"). The amount of cash deliverable annual interest rate exceed the initial annual interest rate by more than 1.00% due to changes in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product ratings of the number of Vodafone ADRs otherwise deliverable Notes or the Notes not having a rating from a Designated NRSRO, and in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to no event will it ever be less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturityinitial rate. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence For purposes of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same HolderIndenture, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.following terms are defined thus:

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The initial aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______650,000,000 in principal amount of Securities, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906, 1012, 1108 or 9.05 otherwise. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the IndentureHolders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 hereof. The terms of the Securities and any Additional Securities may have different issuance dates and dates from which interest accrues and shall be part of the same series. The total amount of the Securities which may be issued under this Indenture is unlimited. Such Additional Securities will be consolidated and form a single series with the Securities, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. References to the Securities under this Indenture include these Additional Securities if they are in the same series, unless the context requires otherwise. The Securities shall be known and designated as the “4.625% Senior Notes due 2029” of the Company. The Stated Maturity for payment of principal of the PIES Securities shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2029, and the PIES Securities shall each bear interest at the rate of ___4.625% per annum, as such interest rate may be adjusted as set forth in the Securities, from and including _______ __October 27, 1999 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datepaid, payable quarterly in arrears semiannually on February 15, May 15, August 15 and November 15 in each year, commencing as of each year (commencing February May 15, 2000) and at Maturity, to 2022 until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, provided that nothing in this Indenture interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the PIES is intended to prevent Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company or maintained for such purposes (which initially will be the Trustee from giving effect to Corporate Trust Office); provided, however, that payment of interest may be made at the terms option of the Issuing and Paying Agency Agreement between Company by check mailed to addresses of the Company, Persons entitled thereto as shown on the Security Register. The Bank of New York and Securities shall be subject to repurchase by the Bank of New York, London, Company pursuant to be dated ________ __, 1999. In addition, if the Stated Maturity is extended an Offer as provided in Section 2041012. Holders shall have the right to require the Company to purchase their Securities, interest at in whole or in part, in the rate set forth in this event of a Change of Control pursuant to Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1014. The Securities shall be redeemable as provided in Section 204. The PIES shall be initially issued Article Eleven and in the form Securities. At the election of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be redeemable or terminable prior to their Stated Maturity except defeased as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Four.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is limited to will be unlimited. The Initial Notes will be issued in an aggregate principal amount of $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or 425.0 million. Additional Notes (including any Exchange Notes issued in exchange for, therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 902) and otherwise be treated as Notes for all purposes of the this Indenture. The Stated Maturity for payment of principal Notes shall be known and designated as the “Senior Subordinated Notes due 2015” of the PIES shall be November 15Issuer. The Notes will mature on May 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2015. Each Note will bear interest at a rate per annum equal to 10%. Interest on the rate Notes will be payable semiannually in cash to Holders of ___% per annumrecord at the close of business on April 15 and October 15 (each, a “Regular Record Date”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Original Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from April 20, 2007; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______1,100,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “6.125% Senior Notes due 2034” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November March 15, 2002 or a later date as provided in 2034. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___6.125% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, commencing September 15, 2024, to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from March 11, 2024. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______205,000,000 principal amount of Initial Securities and up to $205,000,000 principal amount of Securities exchanged therefor in accordance with the Registration Rights Agreement, except for PIES Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.083.4, 2.093.5, 2.123.6, 3.06 9.6 or 9.05 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "8.80% Senior Subordinated Notes due 2008" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November August 15, 2002 or a later date as provided in 2008. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___8.80% per annum, from annum and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, shall be payable quarterly in arrears semi-annually on each August 15 and February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity1999, to the persons in whose names the PIES (or any predecessor securities) are registered Holders of record of Securities at the close of business on the last day of the calendar month August 1 and February 1, respectively, immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Interest Payment Date. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue Interest on the PIES until Maturity and additional interest Securities will accrue in arrears as provided in Section 204. The PIES shall be initially issued in from the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior most recent date to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES which interest has been paid or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to from the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect Issue Date of such PIES on the date of Maturity multiplied by the Maturity PriceSecurities. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the office or agency of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI and the Securities. The Securities shall be subject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______750,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “3.875% Senior Secured Notes due 2027” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in 2027. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___3.875% per annumannum and shall be payable semiannually in arrears on each May 15 and November 15, commencing May 15, 2020 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from November 4, 2019. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a Series of Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "___“8.250% Exchangeable Senior Notes Due November 15, 2002" 2020” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES Notes shall be November 15June 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2020, and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from May 23, 2012, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on December 1, 2012 and semi-annually thereafter on June 1 and December 1 in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose within Minneapolis, MN or, at the Trustee from giving effect to the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payment of New York and interest may be made by check mailed to the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest Holders at the rate their respective addresses set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as Note Register; provided in Section 204. The PIES shall be initially issued in the form that all payments of a Global Security and the depositary for the PIES shall be The Depository Trust Companyprincipal, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES orpremium, if there is not a nearest 1/100th of a dollarany, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option and interest and Additional Interest, if any, with respect to less than all Notes represented by one or more permanent global notes registered in the name of or held by the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs Depository or its nominee shall be delivered pursuant to this Section 202. In determining the amount made by wire transfer of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant immediately available funds to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time accounts specified by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityHolder or Holders thereof.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $___________ (including $__________ aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated September ___, 1997, among the Company, Xxxxx Xxxxxx Inc., BT Alex. Xxxxx Incorporated, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated), except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1108, 1302 or 9.05 1405. The Securities shall be known and designated as the "____% Convertible Subordinated Notes Due 2004" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15September 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2004 and the PIES they shall bear interest at the rate of ____ % per annum, from and including _______ __, 1999 the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semi-annually on February 15March 1 and September 1 commencing March 1, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1998, until the principal thereof is paid or made available for payment, provided that nothing in this Indenture or . Each payment of interest shall include interest accrued to but excluding the PIES Interest Payment Date on which payment is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __made. The Company shall pay interest on overdue principal at the rate borne by the Securities, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, and it shall pay interest on overdue installments of interest at the same rate set forth in this Section 201 will continue to accrue the extent lawful. The principal of and premium, if any, and interest on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES Securities shall be initially issued payable (i) in same day funds on or prior to the payment dates with respect to such amounts in the form case of a Global Security Securities held of record by DTC or its nominee and (ii) at the depositary for offices of the PIES shall be The Depository Trust Company, Trustee in New York, New York (or such other office maintained for that purpose pursuant to Section 1002) in the "Depositary")case of Securities held of record by Holders other than DTC or its nominee; provided, however, that at the option of the Company payment of interest may be made, with respect to Securities held of record by a Holder other than DTC or its nominee, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The PIES Securities shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and Article Eleven. The Securities shall not be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be subject to any sinking fund. The PIES shall be mandatorily exchangeable repurchase at the option of the Holder as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Fourteen.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______1,100,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “3.875% Senior Notes due 2031” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November February 15, 2002 or a later date as provided in 2031. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___3.875% per annumannum and shall be payable semiannually in arrears on each February 15 and August 15, commencing February 15, 2021 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from August 10, 2020. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is limited will be limited. The Initial Notes will be issued in an aggregate principal amount of $400 million. The 8.25% Notes shall vote and consent together on all matters as one class, and, none of the Notes will have the right to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange for, therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 902) and otherwise be treated as Notes for all purposes of the this Indenture. The Stated Maturity for payment of principal 8.25% Notes shall be known and designated as the “8.25% Senior Notes due 2019” of the PIES shall be November Issuers. The 8.25% Notes will mature on January 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2019. Each 8.25% Note will bear interest at a rate per annum of 8.25%. Interest on the rate 8.25% Notes will be payable semiannually in cash to Holders of ___% per annumrecord at the close of business on the January 1 and July 1 immediately preceding the interest payment date (each such January 1 and July 1, a “Regular Record Date”), on January 15 and July 15 of each year, commencing January 15, 2011. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from and including _______ __, 1999 or the date of original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from October 15, 2010; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture shall be a Series series of Securities known and designated as the "___8% Exchangeable Senior Notes Due November 15, 2002due 2029" of the Company. Their Stated Maturity shall be September 15, 2029, and they shall bear interest at the rate of 8% per annum. Interest on the Securities of this series will be payable semi-annually on September 15 and March 15 of each year, commencing March 15, 2000, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (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 September 1 or March 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of PIES that Securities of this series which may be authenticated and delivered under this Fifth Supplemental Indenture is limited to $_______250,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities of this series pursuant to Section 2.08304, 2.09305 and 306 of the Indenture and except for any Securities of this series which, 2.12pursuant to Section 303 of the Indenture, 3.06 or 9.05 of are deemed never to have been authenticated and delivered under the Indenture. The Stated Maturity for payment Securities of this series will be represented by two or more Global Securities representing the entire $250,000,000 aggregate principal amount of the PIES shall be November 15Securities of this series, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, from and including _______ __, 1999 or the most recent Interest Payment Date Depositary with respect to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall or Global Securities will be The Depository Trust Company, New York, New York (the "Depositary"). The PIES Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be the Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; 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. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Fifth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable or terminable prior applicable to their Stated Maturity except the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Section 204 and shall not be subject to any sinking fundthis Fifth Supplemental Indenture. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.ARTICLE FOUR

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount at maturity of PIES that Senior Notes which may be authenticated and delivered under this Indenture is limited to $_______225,000,000, except for PIES Senior Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Senior Notes pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 307, 308, 906, 1015, 1016 or 9.05 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Initial Senior Notes shall be known and designated as the "11f% Senior Secured Discount Notes Due 2004" and the Exchange Senior Notes shall be known and designated as the "11f% Series B Senior Secured Discount Notes Due 2004" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November December 15, 2004. Based on the issue price thereof, their yield to maturity is 11f%, calculated from December 15, 1997. Cash interest will not accrue or be payable on the Senior Notes prior to December 15, 2002. Thereafter, cash interest on the Senior Notes will accrue at a rate of 11f% per annum from December 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually on June and December in arrears on February each year, commencing June 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date2003, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, provided that nothing in this Indenture if any), and interest on the Senior Notes shall be payable, and the Senior Notes shall be exchangeable and transferable, at the office or the PIES is intended to prevent agency of the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, in The Bank City of New York and the Bank of New Yorkmaintained for such purposes, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES (which initially shall be initially issued in the form office of a Global Security and the depositary for the PIES shall be The Depository Trust CompanyTrustee located at 000 Xxxxxxx Xxxxxx, New York, New York (10286 or, at the "Depositary")option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register. Senior Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Senior Notes issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The PIES Senior Notes shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Eleven.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______250,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1010, 1018 or 9.05 1108. The Securities shall be known and designated as the "10 7/8 % Senior Notes Due 2007" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15April 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES they shall bear interest at the rate of ___10 7/8% per annumannum from March 31, 1997, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on October 1, 1997 and semiannually thereafter on April 1 and October 1, in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, to until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, duly provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999for. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 Interest will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of a 360- day year comprised of twelve 30-day months. Principal of, premium, if any, and interest on the aggregate number Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of PIES so surrendered at Maturitythe Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article Eleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is limited to not limited. The Initial Notes will be issued in an aggregate principal amount of $_______500.0 million. All the Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “6.375% Senior Notes Due 2032” of the Company. The final Stated Maturity for payment of principal of the PIES Notes shall be November July 15, 2002 or a later date as provided in 2032. Interest on the definition Outstanding principal amount of "Stated Maturity" in Section 101 and the PIES shall bear interest Notes will accrue at the rate of ___6.375% per annumannum and will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2025, to holders of record on the immediately preceding January 1 or July 1 (whether or not a Business Day), respectively (each such January 1 or July 1, a “Regular Record Date”). Interest on the Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date; and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly from such date of issuance; provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in arrears exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest, on February 15the Notes shall be payable, May 15and the Notes may be exchanged or transferred, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available Company maintained for payment, provided that nothing purpose in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms Borough of the Issuing and Paying Agency Agreement between the CompanyManhattan, The Bank City of New York and (which initially shall be the Bank Corporate Trust Office of New Yorkthe Trustee (which, Londonfor the avoidance of doubt, to need not be dated ________ __located in Manhattan)) (the “Place of Payment”); provided, 1999. In additionhowever, if the Stated Maturity is extended as provided in Section 204, interest that at the rate set forth option of the Company payment of interest on a Note may be made by check mailed to the address of the Holder entitled thereto as such address shall appear in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue Note Register; provided, further, however, Notes represented by one or more Global Notes registered in arrears as provided in Section 204. The PIES the name or held by DTC or its nominee shall be initially issued made in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option accordance with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityDTC’s applicable procedures.

Title and Terms. There The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is hereby created under initially limited to $278,000,000, but may be increased, subject to compliance with the Indenture covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $278,000,000. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Company may issue Additional Notes hereunder. Additional Notes shall vote (or consent) as a Series class with the Initial Notes and otherwise be treated as Notes for all purposes of Securities this Indenture. The Notes shall be known and designated as the "___11 1/8% Exchangeable Notes Due November 15Senior Secured Notes, 2002due 2012" of the Company. The aggregate final Stated Maturity of the Notes shall be July 15, 2012. Interest on the Outstanding principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the Indenture. The Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest Notes will accrue at the rate of ___11.125% per annumannum and will be payable semiannually in arrears on January 15 and July 15 in each year, commencing on January 15, 2003, to Holders of record at the close of business on the immediately preceding January 1 or July 1, respectively (each such January 1 or July 1 a "Regular Record Date"). Interest on the Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding or, if no interest has been paid, from July 2, 2002; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the relevant date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date, payable quarterly in arrears . The Company will pay interest on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturityoverdue principal and, to the persons extent lawful, on overdue installments of interest at a rate of 1% per annum in whose names excess of the PIES (or any predecessor securities) are registered interest rate referred to above. The principal of, and premium, if any, and interest on the Notes shall be payable at the close of business on Corporate Trust Office or at the last day office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available Company maintained for payment, provided that nothing purpose in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms Borough of the Issuing and Paying Agency Agreement between the CompanyManhattan, The Bank City of New York and (each, a "Place of Payment") in the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as manner provided in Section 2044.01(b); provided, interest at however, that, under the rate circumstances set forth in this Section 201 will continue 4.01(b), payment of interest on a Note may be made by wire transfer of immediately available funds to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in account specified by the form Holder of a Global Security and Note or by check mailed to the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) address of the Indenture, Person entitled thereto as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity such address shall appear in the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityRegister.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is limited to not limited. The Initial Notes will be issued in an aggregate principal amount of $_______450.0 million. All the Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “3.500% Senior Notes Due 2028” of the Company. The final Stated Maturity for payment of principal of the PIES Notes shall be November March 15, 2002 or a later date as provided in 2028. Interest on the definition Outstanding principal amount of "Stated Maturity" in Section 101 and the PIES shall bear interest Notes will accrue at the rate of ___3.500% per annumannum and will be payable semi-annually in arrears on March 15 and September 15 in each year, commencing on September 15, 2020, to holders of record on the immediately preceding March 1 or September 1 (whether or not a Business Day), respectively (each such March 1 or September 1, a “Regular Record Date”). Interest on the Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date; and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly from such date of issuance; provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in arrears exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest, on February 15the Notes shall be payable, May 15and the Notes may be exchanged or transferred, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available Company maintained for payment, provided that nothing purpose in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms Borough of the Issuing and Paying Agency Agreement between the CompanyManhattan, The Bank City of New York and (which initially shall be the Bank Corporate Trust Office of New Yorkthe Trustee (which, Londonfor the avoidance of doubt, to need not be dated ________ __located in Manhattan)) (the “Place of Payment”); provided, 1999. In additionhowever, if the Stated Maturity is extended as provided in Section 204, interest that at the rate set forth in this Section 201 will continue option of the Company payment of interest on a Note may be made by check mailed to accrue on the PIES until Maturity and additional interest will accrue in arrears address of the Holder entitled thereto as provided in Section 204. The PIES such address shall be initially issued appear in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityNote Register.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______750,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Section304, 2.09305, 2.12306, 3.06 906, 1010, 1018 or 9.05 1108. The Initial Securities shall be known and designated as the "7.50% Senior Notes Due 2008" and the Exchange Securities shall be known as the "7.50% SeriesB Senior Notes". The final Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES Securities shall be November 151, 2002 or 2008. Interest on the Securities will accrue at a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___7.50% per annumannum accruing from November 4, 1998 or from and including _______ __, 1999 or the most recent Interest Payment Date to which cash interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, and will be payable quarterly semiannually in arrears on February 15, May 15, August 15 1 and November 15 1 of each year (year, commencing February 15May 1, 2000) and at Maturity1999, to the persons in whose names the PIES (or any predecessor securities) are registered at the close Holders of business record on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Regular Record Date. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 Interest will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of, premium, if any, and interest on the aggregate number Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of PIES so surrendered at Maturitythe Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in ExhibitA hereto. The Securities shall be redeemable as provided in ArticleEleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the NYDOCS01/566567 3 Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a Series of Securities same series as either the 2017 Notes or the 2020 Notes. The 2017 Notes shall be known and designated as the "___“6.75% Exchangeable Senior Notes Due November 15, 2002" due 2017” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES 2017 Notes shall be November April 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2017, and the PIES 2017 Notes shall bear interest at the rate of ___6.75% per annumannum from April 4, 2012, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding on the relevant 2017 Notes. The 2020 Notes shall be known and designated as the “7.625% Senior Notes due 2020” of the Company. The Stated Maturity of the 2020 Notes shall be April 15, 2020, and the 2020 Notes shall bear interest at the rate of 7.625% per annum from April 4, 2012, or from the most recent Interest Payment Date, Date to which interest has been paid or duly provided for on the 2020 Notes. Interest on the Notes is payable quarterly in arrears on February October 15, May 15, August 2012 and semi-annually thereafter on April 15 and November October 15 of each year (commencing February 15, 2000) and at the applicable Stated Maturity, until the principal of such Note is paid or duly provided for and to the persons Person in whose names the PIES name such Note (or any predecessor securities) are Predecessor Note), is registered at the close of business on the last day of the calendar month April 1 and October 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose in The City and State of New York or, at the Trustee from giving effect to the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York and shall be the Bank office of New Yorkthe trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, Londonin whole or in part, in the event of a Change in Control pursuant to Section 1016. The Notes shall be dated ________ __, 1999. In addition, if the Stated Maturity is extended subject to repurchase pursuant to an offer to purchase as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1017. The Notes shall be redeemable as provided in Section 204Article Eleven. The PIES shall be initially issued in If the form Notes are guaranteed, the due and punctual payment of a Global Security principal of, premium, if any, and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount interest on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged Notes payable by the Company into a number of Vodafone ADRs at is irrevocably and unconditionally guaranteed, to the Exchange Ratio. The Holders extent set forth herein, by each of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityGuarantors.

Title and Terms. There is are hereby created under the Indenture a Series series of Debt Securities known and designated as the "___“5.250% Exchangeable Senior Notes Due November 15, 2002" due 2034” of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered under this Sixth Supplemental Indenture is initially limited to $_______650,000,000, except for PIES Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section Sections 2.07, 2.08, 2.092.09 or 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, 2.12issue in separate offerings additional notes having the same ranking, 3.06 or 9.05 interest rate, maturity and other terms as the Notes (other than the initial date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be August 9, 2034 for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES Notes. The Notes shall bear interest at the rate of ___5.250% per annum, from and including _______ __August 9, 1999 2024 or the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semi-annually in arrears on February 15, May 15, 9 and August 15 and November 15 9 of each year (commencing February 159, 2000) and at Maturity2025), to the persons Persons in whose names the PIES (or any predecessor securities) Notes are registered at the close of business on January 24 or July 24, as the last day of the calendar month immediately case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES Notes shall be initially issued in the form of a one or more Global Security Securities and the depositary for the PIES Notes shall be The Depository Trust Company, New York, New York (the "Depositary")York. The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and Notes shall not be subject to any sinking fund. The PIES Notes shall be mandatorily exchangeable as provided in Section 202. The PIES registered form without coupons and shall be issuable in denominations of $____ 2,000 and any integral multiple multiples of $1,000 in excess thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(79.01(j) of the Indenture, as a the form of Debt Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders consist of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityNotes.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is will be limited to the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, including Section 407. The Initial Notes will be issued in an aggregate principal amount of $_______250 million. The 9.75% Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration ofand, transfer of, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange for, therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 902) and otherwise be treated as Notes for all purposes of the this Indenture. The Stated Maturity for payment of principal 9.75% Notes shall be known and designated as the “9.75% Senior Notes due 2020” of the PIES shall be November Issuers. The 9.75% Notes will mature on March 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2020. Each 9.75% Note will bear interest at a rate per annum of 9.75%. Interest on the rate 9.75% Notes will be payable semiannually in cash to Holders of ___% per annumrecord at the close of business on the September 1 and March 1 immediately preceding the interest payment date (each such September 1 and March 1, a “Regular Record Date”), on September 15 and March 15 of each year, commencing March 15, 2012. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from and including _______ __, 1999 or the date of original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from October 3, 2011; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date (or October 3, 2011 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______115,000,000 (including $15,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1108, 1302 or 9.05 1405. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2004" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15July 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2004 and the PIES they shall bear interest at the rate of ___5 3/4% per annum, from and including _______ __, 1999 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semi-annually on February 15July 1 and January 1 commencing January 1, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1998, until the principal thereof is paid or made available for payment. The principal of and premium, provided that nothing if any, and interest on the Securities shall be payable (i) in this Indenture respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the PIES is intended to prevent respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company or maintained for such purpose pursuant to Section 1002; provided, however, that at the Trustee from giving effect option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the terms address of the Issuing and Paying Agency Agreement between Person entitled thereto as such address shall appear in the Company, Security Register. The Bank of New York and Securities shall be subject to the Bank of New York, London, to transfer restrictions set forth in Section 305. The Securities shall be dated ________ __, 1999. In addition, if the Stated Maturity is extended redeemable as provided in Section 204, interest at the rate set forth Article Eleven. The Securities shall be subordinated in this Section 201 will continue right of payment to accrue on the PIES until Maturity and additional interest will accrue in arrears Senior Indebtedness as provided in Section 204Article Twelve. The PIES Securities shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except convertible as provided in Section 204 and Article Thirteen. The Securities shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable repurchase at the option of the Holder as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Fourteen.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a Series of Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "___“4.50% Exchangeable Senior Notes Due November 15, 2002" due 2031” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES Notes shall be November 15June 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2031, and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from May 20, 2021, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment datedate falls on a day that is not a Business Day, until the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal thereof is paid of (and premium, if any) and interest on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose or, at the Trustee from giving effect to the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payment of New York and interest may be made by check mailed to the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest Holders at the rate their respective addresses set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as Note Register; provided in Section 204. The PIES shall be initially issued in the form that all payments of a Global Security and the depositary for the PIES shall be The Depository Trust Companyprincipal, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES orpremium, if there is not a nearest 1/100th of a dollarany, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option and interest with respect to less than Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange Company maintained for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch purpose.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $_______, except for PIES be authenticated and delivered upon reregistration ofunder this Indenture is $350,000,000. Additional Securities, transfer ofwhich may be Initial Securities or Exchange Securities ("Additional Securities"), or in exchange formay be authenticated and delivered under this Indenture at any time from time to time, or in lieu ofand such Securities will have the same terms and conditions as, other PIES pursuant to Section 2.08and be treated as a single class (for all purposes under this Indenture) with, 2.09all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "5.375% Senior Notes Due 2013" and the Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2013, 2.12, 3.06 or 9.05 of the Indenture. Series B." The Stated Maturity for payment of principal of the PIES Securities shall be November 15February 27, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2013 and the PIES Securities shall bear interest at the rate of ___5.375% per annumannum from their date of original issue, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 1527 and August 27 in each year, May 15commencing on the date set forth in the definitive form of such Securities, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesPredecessor Security) are is registered at the close of business on the last day February 12 or August 12 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing Company in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, (i) The Bank City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the Bank rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o Computershare Trust Company of New York, LondonWall Street Plaza, to be dated ________ __88 Pine Street, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company19th Floor, New York, New York 10005 and the office xx xxx Xxxxxxxxxx Xxxxxx Xxxxx xxxxxxx xx Xxxxxx Xenerale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) or, at the option of xxx Xxxxxxx, ixxxxxxx may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the "Depositary"Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof). Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The PIES Securities shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There is hereby created under the Indenture a Series The initial Principal Amount at Issuance of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that may which will be authenticated and delivered under this Indenture is limited $125,000,000 (which may be increased to $_______150,000,000 if the joint book-running managers in connection with the initial sale of the Securities exercise their over-allotment option in full), except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906, Article Eleven, Article Fourteen or 9.05 Article Fifteen. The Securities shall be known and designated as the "Convertible Senior Subordinated Notes due 2018" of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Securities shall be November July 15, 2002 or a later date as provided in 2018. On July 15, 2018, the definition Company shall pay to the Holder of "Stated Maturity" in Section 101 and the PIES Securities the Accreted Principal Price of the Securities held by such Holder. The Securities shall bear interest at the rate of ___% per annum(i) from May 20, 2003, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to for, to, but excluding not including January 15, 2011, cash interest at an annual rate of 4.875% of the relevant Principal Amount at Issuance and (ii) from January 15, 2011, or from the most recent Interest Payment Date, payable quarterly in arrears on February Date following January 15, May 152011 to which interest has been paid or provided for, August 15 and November 15 of each year (commencing February 15to, 2000) and but not including the date on which the Principal Amount at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day Issuance of the calendar month immediately preceding such interest payment date, until principal thereof Securities is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms cash interest at an annual rate of 2.00% of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Principal Amount at Issuance. In addition, if the Stated Maturity is extended as provided in Section 204, Such cash interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue Securities is payable semi-annually in arrears as provided on January 15 and July 15 in Section 204. The PIES shall be initially issued in each year, with the form of a Global Security first Interest Payment Date being July 15, 2003, and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the aggregate number day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be). References to interest in this Indenture include any Contingent Cash Interest and Additional Interest which is then payable. Accretion on the Principal Amount at Issuance of PIES the Securities will begin on January 15, 2011. The calculation of such Principal Accretion will be on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months and the Accreted Principal Price of a Security will accrete in an amount so surrendered that when the amount of Principal Accretion is combined with the cash interest payable on the Securities, the yield to Maturity of the Securities will be 4.875%, as specified in the definition of "Principal Accretion" herein. Any Contingent Cash Interest payable hereunder, and any Additional Interest payable pursuant to the Registration Rights Agreement, will be deemed to be interest for purposes of this Indenture. The principal of, premium, if any, Accreted Principal Price, and interest on the Securities shall be payable at Maturitythe office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. The Securities shall be convertible into Common Stock of the Company subject to the terms of and to the extent described in Article Four. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be repurchased, at the option of the Holder, upon a Fundamental Change as provided in Article Fourteen of this Indenture or upon the Optional Repurchase Date as provided in Article Fifteen of this Indenture. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve.

Title and Terms. There is hereby created under the Indenture shall be a Series series of Securities known and designated as the "___“3.90% Exchangeable Senior Notes Due November 15, 2002" due 2015” of the Company. Their Stated Maturity shall be October 1, 2015, and they shall bear interest at the rate of 3.90% per annum. Interest on the Securities of this series will be payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2010, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (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 March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of PIES that Securities of this series which may be authenticated and delivered under this Twenty-Second Supplemental Indenture is initially limited to $_______500,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities of this series pursuant to Section 2.08304, 2.09305 and 306 of the Indenture and except for any Securities of this series which, 2.12, 3.06 or 9.05 pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, the Company may from time to time, without notice to or consent of the registered holders of the Securities issue further Securities (“Additional Securities”). The Stated Maturity for Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of principal interest accruing prior to the issue date of the PIES shall Additional Securities, or except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be November 15consolidated and form a single series with the Securities and may have the same terms as to status, 2002 redemption, or a later date otherwise, as provided in the definition Securities. The Securities of "Stated Maturity" in Section 101 this series will be represented by one or more Global Securities representing the entire $500,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the PIES shall bear interest at the rate of ___% per annum, from and including _______ __, 1999 or the most recent Interest Payment Date Depositary with respect to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall or Global Securities will be The Depository Trust Company, New York, New York (the "Depositary"). The PIES Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be the Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; 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. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Twenty-Second Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable or terminable prior applicable to their Stated Maturity except the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the this Twenty-Second Supplemental Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______15,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906 or 9.05 1108. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth in the preceding sentence, subject to the proviso set forth therein. The Securities shall be known and designated as the "_____% Subordinated Notes due 2004" of the IndentureIssuer. The Their Stated Maturity for payment of principal of the PIES shall be November 15May 31, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2004 and the PIES they shall bear interest at the rate of _____% per annum, annum from and including _______ __, 1999 the date of issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears monthly, on February 15, May 15, August 15 and November 15 the first Business Day of each year (month, commencing February 15July 1, 2000) and at Maturity, to 1997 until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment. The principal of (and premium, provided that nothing in this Indenture if any) and interest on the Securities shall be payable at the office or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms agency of the Issuing and Paying Agency Agreement between Issuer in the CompanyBorough of Manhattan, The Bank City of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (maintained for such purpose and at any other office or agency maintained by the "Depositary")Issuer for such purpose; PROVIDED, HOWEVER, that, at the option of the Issuer, payment of interest may be made by check mailed on or before the Stated Maturity to the address of the Person entitled thereto as such address shall appear in the Security Register. The PIES Securities shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Eleven.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is will be limited to $_______the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, except for PIES authenticated including Section 407. The Initial Notes will be issued in an aggregate principal amount of €250 million. The 6.00% Notes shall vote and delivered upon reregistration ofconsent together on all matters as one class, transfer ofand, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Stated Maturity for payment of principal 6.00% Notes shall be known and designated as the “6.00% Senior Notes due 2021” of the PIES shall be November 15Issuer. The 6.00% Notes will mature on March 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2021. Each 6.00% Note will bear interest at a rate per annum of 6.00%. Interest on the rate 6.00% Notes will be payable semiannually in cash to Holders of ___% per annumrecord at the close of business on the February 15 and August 15 immediately preceding the Interest Payment Date (each such February 15 and August 15, a “Regular Record Date”), on March 1 and September 1 of each year, commencing September 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from and including _______ __, 1999 or the date of original issuance. Interest on the Initial Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from March 7, 2013; and interest on any Additional Notes from the most recent date to but excluding which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the relevant Interest Payment Date (or March 7, 2013 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______750,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Sections 3.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “5.875% Senior Notes due 2026” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November September 15, 2002 or a later date as provided in 2026. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___5.875% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, commencing September 15, 2016 to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from May 13, 2016. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Junior Notes that may be authenticated and delivered under this Indenture is limited to $_______US$486,881,472 (four hundred eighty-six million, eight hundred eighty-one thousand, four hundred seventy-two United States dollars) (without taking into account any increase in principal amount of the Junior Notes as a result of the payment of interest or Additional Amounts, if any, in the form of Junior PIK Notes), except for PIES Junior Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Junior Notes pursuant to Section 2.082.06 (Registration, 2.09Registration of Transfer and Exchange), 2.122.07 (Mutilated, 3.06 Destroyed, Lost and Stolen Junior Notes), or 9.05 3.03 (Selection of Junior Notes to Be Redeemed). The Junior Notes shall be known and designated as the "Guaranteed Junior Secured Notes due 2008" of the IndentureIssuer. The Their Stated Maturity for payment of principal of the PIES shall be November 15October 31, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2008, and the PIES they shall bear interest on their outstanding principal amount at the rate of ___% per annumapplicable Junior Note Interest Rate, from and including _______ __the Issue Date (or if interest has already been paid or duly provided for on the Junior Notes, 1999 or from the most recent Junior Note Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor), payable quarterly in arrears arrears, on February 15each Junior Note Interest Payment Date (and, May 15, August 15 and November 15 in the case of each year (commencing February 15, 2000) and at MaturityDefinitive Registered Junior Notes, to the persons in whose names the PIES (or any predecessor securities) are registered Holders of record at the close of business on the last day of the calendar month immediately preceding January 15, April 15, July 15 and October 15, respectively (each such interest payment datedate a "REGULAR RECORD DATE")), until the principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect . Subject to the terms of following paragraph, the Issuing and Issuer may, by giving notice to the Trustee, the Paying Agency Agreement between the Company, The Bank of New York Agent and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended Holders as provided in Section 20413.02 (Notices) not less than 15 days prior to a Junior Note Interest Payment Date, elect to pay all (and not only some) of the interest at (and any Additional Amounts) due on such Junior Note Interest Payment Date in Junior PIK Notes. Any such Junior PIK Notes will, immediately upon their issue, be consolidated and form a single series with the rate set forth Junior Notes then in this Section 201 will continue issue. If the Issuer elects, pursuant to accrue the immediately preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest (and any Additional Amounts) due on any Junior Note Interest Payment Date the PIES until Maturity and additional Paying Agent shall, in the case of Global Junior Notes, make an appropriate notation on Schedule A to such Global Junior Note to reflect the increase in the principal amount of such Global Junior Note relating to such issue of Junior PIK Notes, dated the date of such Junior Note Interest Payment Date, in an amount equal to the amount of interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued payable with respect to the Global Junior Notes in the form of a Global Security Junior PIK Notes. If the payment of interest in the form of Junior PIK Notes by addition to principal in the manner provided above shall for any reason be prohibited by applicable law on any Junior Note Interest Payment Date, the Issuer shall instead issue, and the depositary for Paying Agent shall authenticate, an additional Global Junior Note, substantially in the PIES form of Exhibit A hereto, to the Holder of the Global Junior Note in an aggregate principal amount equal to the interest (and any Additional Amounts) due in the form of Junior PIK Notes on the Global Junior Note on such Junior Note Interest Payment Date. If the Issuer elects, pursuant to the second preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest due on any Junior Note Interest Payment Date then, in the case of Definitive Registered Junior Notes, the Issuer shall be The Depository Trust Companyissue to the Person in whose name such Definitive Registered Junior Note is registered, New Yorkand the Paying Agent shall authenticate, New York (Definitive Registered Junior Notes, dated the "Depositary")date of such Junior Note Interest Payment Date, in an amount equal to the amount of interest payable with respect to that Definitive Registered Junior Note in the form of Junior PIK Notes. The PIES shall Issuer may not be redeemable elect to pay interest (or terminable prior to their Additional Amounts) due on the Stated Maturity except as provided of the Junior Notes in Junior PIK Notes and shall pay all such sums in cash. In the circumstances described in Section 204 and 6.02 (Payment Blockage Provisions), the Issuer shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ pay interest (and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES Additional Amounts) due in respect of taxes, except as otherwise provided any Junior Note Interest Period in Sections 207 Junior PIK Notes and 301not in cash. Junior PIK Notes will be deemed for all purposes to be issued on the date on which the interest being paid by the issue of Junior PIK Notes is due. Interest on the Junior PIK Notes will accrue from their issue date at the applicable Junior Note Interest Rate. The form of PIES attached hereto as Exhibit A is hereby adoptedJunior Notes will be redeemed in cash at their outstanding principal amount together with any other amounts due thereunder on their Stated Maturity, if not earlier redeemed pursuant to Section 9.01(7) the provisions of this Indenture. All payments of principal, premium, if any, interest, Additional Amounts, if any, and any other amounts due on the Indenture, as a form of Securities of a Series that consists of PIESJunior Notes shall be made in the Relevant Currency. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal Any amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of principal, premium, if any, interest and Additional Amounts, if any, on any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated Junior Note that is not paid when due shall, to the nearest 1/100th of fullest extent lawful, accrue interest at a dollar rate per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be annum equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity PriceDefault Rate. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Interest will be computed on the basis of a 360-day year of twelve 30-day months. In the aggregate number event that any date for the payment of PIES so surrendered principal, premium, if any, interest or Additional Amounts, if any, on the Junior Notes is not a Business Day, such payment may be made on the next succeeding day that is a Business Day, and, other than with respect to any payment of principal or premium, if any (in which case interest shall accrue), no interest shall accrue or be payable on any such payment as a result of any such delay. If any Junior Note Interest Period comprises two or more Junior Note Interest Accrual Periods, the amount of interest payable in respect of such Junior Note Interest Period will be the sum of the amounts of interest payable in respect of each of those Junior Note Interest Accrual Periods. On the first Junior Note Interest Payment Date, the Issuer shall pay, in addition to accrued interest on the outstanding principal amount of the Junior Notes, an amount per Junior Note in the Relevant Currency equal to the amount of interest that would have accrued on such Junior Note if such Junior Note had been Outstanding for the period from and including May 1, 2003 to but excluding the Issue Date, calculated using the Junior Note Interest Rate applicable to the first Junior Note Interest Period and computed on the basis of a 360-day year of twelve 30-day months. The principal of, premium, if any, and interest and Additional Amounts, if any, on the Junior Notes will be payable, and the Junior Notes may be exchanged or transferred, at Maturitythe office or agency of the Paying Agent in London and New York. The Junior Notes shall be redeemable as provided in Article 3 (Redemption) and Section 5.01 (Merger, Consolidation or Sale of Assets) hereof, shall be Guaranteed as provided in Article 11 (Guarantee of the Junior Notes) hereof and secured as provided in Article 12 (Transaction Security) hereof.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is limited will be limited. The Initial Notes will be issued in an aggregate principal amount of $450 million. The 9 5/8% Notes shall vote and consent together on all matters as one class, and, none of the Notes will have the right to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange for, therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 902) and otherwise be treated as Notes for all purposes of the this Indenture. The Stated Maturity for payment of principal 9 5/8% Notes shall be known and designated as the “9 5/8% Senior Notes due 2018” of the PIES shall be November Issuers. The 9 5/8% Notes will mature on March 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2018. Each 9 5/8% Note will bear interest at a rate per annum of 9.625%. Interest on the rate 9 5/8% Notes will be payable semiannually in cash to Holders of ___% per annumrecord at the close of business on the March 1 and September 1 immediately preceding the interest payment date (each such March 1 and September 1, a “Regular Record Date”), on March 15 and September 15 of each year, commencing September 15, 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from and including _______ __, 1999 or the date of original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from March 10, 2010; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" The final Stated Maturity of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the Indenture. The Stated Maturity for payment of principal of the PIES Notes shall be November 15June 30, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2010, and the PIES Notes shall bear interest at the rate of ___% per annum, annum from and including _______ __, 1999 or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semi-annually thereafter in arrears on June 30 and December 30, in each year, commencing on December 30, 2003, to the Holders of record at the close of business on June 15 and December 15, respectively, immediately preceding such Interest Payment Dates, until the principal thereof is paid or duly provided for to but excluding the relevant for. Interest Payment Dateon any overdue principal, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year interest (commencing February 15, 2000) and at Maturity, to the persons extent lawful) or premium, if any, shall be payable on demand. The principal shall be amortized as set out in the schedule below: Principal Amount Payable Remaining Principal Amount December 30, 2005 June 30, 2006 December 30, 2006 June 30, 2007 December 30, 2007 June 30, 2008 December 30, 2008 June 30, 2009 December 30, 2009 June 30, 2010 Principal on any Note which is payable, and is punctually paid or duly provided for, on any date in the schedule immediately above shall be paid to the person in whose names the PIES name that Note (or any predecessor securitiesone or more Predecessor Notes) are is registered at the close of business on the last day of the calendar month immediately preceding Regular Principal Record Date for such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent principal. If the Company or defaults in a payment of principal on the Trustee from giving effect Notes, the Company shall pay the defaulted principal (plus interest on such defaulted principal to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided extent lawful) in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204any lawful manner. The PIES shall be initially issued in Company may pay the form of defaulted principal to the persons who are Holders on a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereofsubsequent special record date. The Company shall not fix or cause to be obligated fixed any such special record date and payment date to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) reasonable satisfaction of the IndentureTrus- tee and shall promptly mail or cause to be mailed to each Holder a notice that states the special record date, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal payment date and the amount of each PIES shall defaulted principal to be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRspaid. The Company may at its option deliver cash make payment of any defaulted principal in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of delivering all or a portion (any other Note shall carry the rights to principal accrued and unpaid, and to accrue, which were carried by such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturityother Note.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Series A Notes which may be authenticated and delivered under this Indenture for original issue is limited to $_______200,000,000, except for PIES the aggregate principal amount of Series B Notes which may be authenticated and delivered upon reregistration ofunder this Indenture for original issue is limited to $200,000,000, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 and the amount of the Indenture. The Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date Notes outstanding at any one time may not exceed $200,000,000 except as provided in Section 2.08 hereof. The Series A Notes shall be known and designated as the definition "8 1/2% Series A Senior Subordinated Notes due 2007" of the Company. The Series B Notes shall be known and designated as the "8 1/2% Series B Senior Subordinated Notes due 2007" of the Company. Their Stated Maturity" in Section 101 Maturity shall be February 15, 2007, and the PIES they shall bear interest at the rate of ___8 1/2% per annumannum from February 14, 1997, or from and including _______ __, 1999 or the most recent Interest Payment Date (on either the Series A Notes or the Series B Notes) to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears semiannually on February 15, May 15, August 15 and November February 15 of in each year (year, commencing February August 15, 2000) 1997, and at said Stated Maturity, to until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, provided that nothing in this Indenture if any, on) and interest on the Notes shall be payable at the office or the PIES is intended to prevent agency of the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, maintained for such purpose in The Bank of New York and the Bank City of New York, Londonor at such other office or agency of the Company as may be maintained for such purpose; provided, to be dated ________ __however, 1999. In additionthat, if at the Stated Maturity is extended as provided in Section 204option of the Company, interest at will be paid on Physical Securities by check mailed to addresses of the rate set forth in this Section 201 will continue to accrue Persons entitled thereto as such addresses shall appear on the PIES until Maturity and Note Register. Upon the occurrence of a Registration Default (as defined in Exhibit A hereto), additional interest will accrue on the Series A Notes for the period and at the rates provided in arrears Exhibit A. Accrued but unpaid interest on any Series A Note that is exchanged for a Series B Note pursuant to the Exchange Offer shall thereupon cease to accrue on such Series A Note, effective as of the date it shall constitute accrued but unpaid interest on and commence to accrue on such Series B Note. The Series A Notes and the Series B Notes shall be considered collectively to be a single class for purposes of this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The Notes shall be redeemable as provided in Section 204Article 3 hereof. The PIES Notes shall be initially issued in subject to defeasance at the form option of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except Company as provided in Section 204 and shall not be subject to any sinking fundArticle 8 hereof. The PIES Notes shall be mandatorily exchangeable subordinated in right of payment to Senior Indebtedness as provided in Section 202Article 10 hereof. The PIES Notes shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except guaranteed by Subsidiary Guarantors as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle 11 hereof.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______300,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Section304, 2.09305, 2.12306, 3.06 906, 1010, 1018 or 9.05 1108. The Initial Securities shall be known and designated as the "7.25% Senior Notes Due 2008" and the Exchange Securities shall be known as the "7.25% SeriesB Senior Notes". The final Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES Securities shall be November 151, 2002 or 2008. Interest on the Securities will accrue at a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___7.25% per annumannum accruing from November 27, 1998 or from and including _______ __, 1999 or the most recent Interest Payment Date to which cash interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, and will be payable quarterly semiannually in arrears on February 15, May 15, August 15 1 and November 15 1 of each year (year, commencing February 15May 1, 2000) and at Maturity1999, to the persons in whose names the PIES (or any predecessor securities) are registered at the close Holders of business record on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Regular Record Date. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 Interest will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of, premium, if any, and interest on the aggregate number Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of PIES so surrendered at Maturitythe Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in ExhibitA hereto. NYDOCS01/571795 3 The Securities shall be redeemable as provided in ArticleEleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______300,000,000 principal amount of Initial Securities and up to $300,000,000 principal amount of Securities exchanged therefor in accordance with the Registration Rights Agreement, except for PIES Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.083.4, 2.093.5, 2.123.6, 3.06 9.6 or 9.05 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "93% Senior Subordinated Notes due 2009" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November January 15, 2002 or a later date as provided in 2009. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___9.25% per annum, from annum and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, shall be payable quarterly in arrears semi-annually on February each January 15 and July 15, May commencing July 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity1999, to the persons in whose names the PIES (or any predecessor securities) are registered Holders of record of Securities at the close of business on the last day of the calendar month January 1 and July 1, respectively, immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999Interest Payment Date. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue Interest on the PIES until Maturity and additional interest Securities will accrue in arrears as provided in Section 204. The PIES shall be initially issued in from the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior most recent date to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES which interest has been paid or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to from the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect Issue Date of such PIES on the date of Maturity multiplied by the Maturity PriceSecurities. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the office or agency of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI and the Securities. The Securities shall be subject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Senior Notes which may be authenticated and delivered under this Indenture is limited to $_______225,000,000, except for PIES Senior Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Senior Notes pursuant to Section 2.083.04, 2.093.05, 2.123.06, 3.06 9.06, 10.15, 10.16 or 9.05 11.08 or pursuant to the Exchange Offer. The Senior Notes shall be known and designated as the "Series A 11 3/4% Senior Notes due 2008" and the "Series B 11 3/4% Senior Notes due 2008", as the case may be, of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15April 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2008, and the PIES they shall bear interest at the rate of ___11.75% per annumannum from March 31, 1998, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears on February 15October 1, May 15, August 15 1998 and November 15 semiannually thereafter on April 1 and October 1 of each year (commencing February 15, 2000) and at said Stated Maturity, to until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. The principal of and interest and Additional Amounts and Liquidated Damages, provided that nothing in this Indenture or if any, on the PIES is intended to prevent Senior Notes shall be payable at the Company or the Trustee from giving effect to the terms Corporate Trust Office of the Issuing and Principal Paying Agency Agreement between the Company, Agent in The Bank City of New York and at the Bank office of New Yorkthe Paying Agent, Londonin the City of Buenos Aires and, subject to fiscal or other laws and regulations applicable thereto, specified offices of any other Paying Agent appointed by the Company for such purpose; 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 Note Register or, in the case of a holder of at least US$1,000,000 principal amount of Senior Notes, by wire transfer to a US Dollar account maintained by the payee with a bank in the United States or in Argentina, provided that the Holder so elects by giving written notice to such effect designating such account with appropriate wire transfer instructions which is received by the Principal Paying Agent no later than the Regular Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Senior Notes will remain in effect with respect to any future payments with respect to such Senior Note payable to such Holder. In the event of any foreign exchange restriction or prohibition in Argentina, any and all payments in respect of the Securities shall be made, to the extent permitted by such restriction or prohibition, in US Dollars through (i) the sale of Bonex or of any other public or private bond issued in US Dollars in Argentina or (ii) any other legal mechanism for the acquisition of US Dollars in any exchange market. All costs, including any taxes, relative to such operations to obtain US Dollars shall be dated ________ __borne by the Company. Unless otherwise required by law, 1999all payments made by the Company or any Subsidiary Guarantor will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges or penalties and interest related thereto ("TAXES") of whatever nature imposed, levied, collected, withheld or assessed by or within Argentina or any authority therein or thereof or having power to tax. In the event any such Taxes are so imposed on any payments made by the Company or any such Subsidiary Guarantor, the Company or such Subsidiary Guarantor, as the case may be, will pay such Additional Amounts as may be necessary in order that the net amounts received by each Holder (including Additional Amounts and Liquidated Damages) after any withholding or deduction in respect of such Taxes shall equal the respective amounts of principal, premium, if any, and interest that would have been received in respect of the Senior Notes in the absence of such withholding or deduction; except that no such Additional Amounts will be payable with respect to any withholding or deduction in respect of any payment under a Senior Note or a Subsidiary Guarantee to, or to a third party on behalf of, a Holder for or on account of any such Taxes imposed (i) by reason of the Holder being a resident of Argentina or having some connection with Argentina (or any political subdivision or authority thereof) other than the mere holding of such Senior Note or Subsidiary Guarantee or the receipt of any payment thereunder or the exercise of rights under the Senior Notes, the Subsidiary Guarantee, if any, or the Indenture; (ii) if presentation is required in respect of a Senior Note or a Subsidiary Guarantee, by reason of presentation by the Holder for payment on a date more than thirty (30) days after the date on which such payment first became due and payable or the date on which such payment is duly provided, whichever occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Senior Note or Guarantee for payment on the last date of such period of thirty (30) days; (iii) any estate, asset (other than Personal Asset Taxes), inheritance, gift, sales or transfer tax or similar tax assessment or governmental charge; (iv) any tax, assessment or other governmental charge (other than Personal Asset Taxes) which is payable otherwise than by withholding from payments on or in respect of any Senior Note; or (v) any combination of the reasons set forth in clauses (i), (ii), (iii) or (iv) above. Furthermore, no Additional Amounts shall be paid to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. At least 30 calendar days prior to each date on which any payment under or with respect to the Senior Notes is due and payable, if the Company or any Subsidiary Guarantor, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Company or such Subsidiary Guarantor will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the payment date and specifying the amount required to be deducted or withheld on the payments of principal and interests (and premium, if any) due on such payment date for or on account of Taxes and certifying that such amount will be deducted or withheld and paid by the Company or Subsidiary Guarantor, as the case may be, to the appropriate taxing or governmental authority. The Company hereby agrees to indemnify each of the Trustee, the Principal Paying Agent and each other paying agent for, and to hold it harmless against any loss, liability, or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with actions taken or omitted by it in reliance on any certificate furnished pursuant to this Section or the failure to furnish such a certificate. The obligations of the Company under this Section shall survive the payment of the Senior Notes and the resignation or removal of the Trustee, the Principal Paying Agent or any other paying agent and the termination of this Indenture. Whenever in the Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest, Liquidated Damages, if any, or any other amount payable, under or with respect to any Senior Note or Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are payable in respect thereof. If the Company is held liable for any Personal Asset Taxes imposed on the Holders or direct owners of Senior Notes with respect to the Senior Notes, the Company hereby agrees to waive any right that it may have as a matter of Argentine law to seek reimbursement from such Holders or direct owners of Senior Notes for any such Personal Asset Taxes paid. In addition, if the Stated Maturity is extended Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Argentina or the United States or any political subdivision thereof or taxing authority thereof or in the foregoing in respect of the creation, issue and offering of the Senior Notes, and will pay any court, documentary or similar taxes and duties required to be paid in connection with the enforcement of the Senior Notes following the incurrence of any Event of Default. The Senior Notes shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Eleven.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312, 1011 and 1012 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated for purposes of the provisions of this Indenture relating to transfer and exchange as a Series of Securities separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "___“9.500% Exchangeable Senior Notes Due November 15, 2002" due 2021” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the IndentureNotes shall be April 1, 2021. The Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from April 4, 2016, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for. Interest on the relevant Interest Payment DateNotes is payable on October 1, payable quarterly 2016 and semi-annually thereafter on April 1 and October 1 in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month March 15 and September 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose in the Trustee from giving effect to City of New York or, at the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payments of New York and interest may be made by check mailed to the Bank Holders of New Yorkthe Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, London, to be dated ________ __, 1999. In additionpremium, if any, and interest, if any, with respect to Notes represented by one or more permanent global notes registered in the Stated Maturity is extended name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity 1018 and additional interest will accrue in arrears a Loss Proceeds Offer as provided in Section 2041020. The PIES Notes shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 Article Eleven of this Indenture and shall not be subject to any sinking fundParagraph 6 of the Notes. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations due and punctual payment of $____ principal of, premium, if any, and any integral multiple thereof. The Company shall not be obligated to pay any additional amount interest on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged Notes payable by the Company into a number of Vodafone ADRs at is irrevocably unconditionally guaranteed, to the Exchange Ratio. The Holders extent set forth herein, by each of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityGuarantors.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______750,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 10.10. The Securities shall be known and designated as the “3.750% Senior Notes due 2032” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November January 15, 2002 or a later date as provided in 2032. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___3.750% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, commencing January 15, 2022 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from August 13, 2021. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______2,455,000,000 in principal amount of Securities, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange forexchange, for or in lieu of, other PIES Securities pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906 or 9.05 1108. The Securities shall be known and designated as the 5.75% Senior Exchangeable Notes due 2003 of the IndentureCompany. The Stated final Maturity for payment of principal of the PIES Securities shall be November 15April 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2003, and the PIES Securities shall each bear interest at the rate of ___5.75% per annum, from payable semiannually on April 1 and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 October 1 of each year (year, commencing February 15October 1, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1998, until the principal thereof is paid or duly provided for. The principal of, premium, if any, and interest on, the Registered Securities will be payable in U.S. dollars, against surrender thereof at the Corporate Trust Office of the Trustee in New York City or, subject to any applicable laws and regulations, at the office of any Paying Agent by dollar check drawn on, or by transfer to a dollar account maintained by the Holder with a bank in New York City. Any payment on the Securities due on any day which is not a Business Day need not be made available on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such due date, and no interest shall accrue for the period from and after such date. Bearer Securities must be presented for payment upon redemption, outside the United States, together with all unmatured coupons, failing which the amount of any missing unmatured coupons will be deducted from the sum due for payment. Each amount so deducted will be paid in the manner mentioned above against surrender of the related missing coupon, provided outside the United States. Interest payable on Bearer Securities on any Redemption Date that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect an Interest Payment Date will be paid to the terms Holders of the Issuing and Paying Agency Agreement between coupons maturing on such Interest Payment Date. Interest payable on Registered Securities on any Redemption Date that is an Interest Payment Date will be paid to Holders of record reflected on the Company, 's Security Register on the immediately preceding Regular Record Date. The Bank of New York and the Bank of New York, London, to Securities shall be dated ________ __, 1999. In addition, if the Stated Maturity is extended redeemable as provided in Section 204Article XI, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity Article XII and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturitySecurities.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is will be limited to the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, including Section 407. The Initial Notes will be issued in an aggregate principal amount of $_______400,000,000 million. The 5.125% Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration ofand, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Stated Maturity for payment of principal 5.125% Notes shall be known and designated as the “5.125% Senior Notes due 2022” of the PIES shall Issuers. The 5.125% Notes will mature on June 1, 2022. Each 5.125% Note will bear interest at a rate per annum of 5.125%. Interest on the 5.125% Notes will be payable semiannually in cash to Holders of record at the close of business on the May 15 and November 15 immediately preceding the Interest Payment Date (each such May 15 and November 15, 2002 or a later “Regular Record Date”), on June 1 and December 1 of each year, commencing December 1, 2014. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date as provided in of original issuance. Interest on the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of ___% per annum, Initial Notes will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for or, if no interest has been paid, from May 16, 2014; and interest on any Additional Notes will accrue (or will be deemed to but excluding have accrued) from the relevant most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or May 16, 2014, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 from such date of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, issuance; provided that nothing in this Indenture if any Note is surrendered for exchange on or the PIES is intended to prevent the Company after a record date for an Interest Payment Date that will occur on or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on after the date of Maturity multiplied by such exchange, interest on the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable Note received in exchange for thereof will accrue from the PIES in lieu date of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $_______, except for PIES be authenticated and delivered upon reregistration ofunder this Indenture is $300,000,000. Additional Securities, transfer ofwhich may be Initial Securities or Exchange Securities (“Additional Securities”), or in exchange formay be authenticated and delivered under this Indenture at any time from time to time, or in lieu ofand such Securities will have the same terms and conditions as, other PIES pursuant to Section 2.08and be treated as a single class (for all purposes under this Indenture) with, 2.09all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the “5.375% Senior Notes Due 2014” and the Exchange Securities shall be known and designated as the “5.375% Senior Notes Due 2014, 2.12, 3.06 or 9.05 of the Indenture. Series B.” The Stated Maturity for payment of principal of the PIES Securities shall be November December 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2014 and the PIES Securities shall bear interest at the rate of ___5.375% per annumannum from their date of original issue, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 15, May 15, August June 15 and November December 15 in each year, commencing on the date set forth in the definitive form of each year (commencing February 15such Securities, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesPredecessor Security) are is registered at the close of business on the last day June 1 or December 1 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such interest payment datestock exchange require, until principal thereof is paid or made available in Luxembourg, in each case maintained for paymentsuch purposes, provided that nothing in this Indenture or (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to located at SunTrust Bank, c/o SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, and the terms office of the Issuing and Luxembourg Paying Agency Agreement between Agent located at Banque Générale du Luxembourg S.A., 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg) or, at the option of the Company, The Bank interest may be paid by check mailed to the address of New York and the Bank Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of New Yorkwhich have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, London, will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof). In addition, if Securities that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $_______, except for PIES be authenticated and delivered upon reregistration ofunder this Indenture is $300,000,000. Additional Securities, transfer ofwhich may be Initial Securities or Exchange Securities ("Additional Securities"), or in exchange formay be authenticated and delivered under this Indenture at any time from time to time, or in lieu ofand such Securities will have the same terms and conditions as, other PIES pursuant to Section 2.08and be treated as a single class (for all purposes under this Indenture) with, 2.09all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "5.375% Senior Notes Due 2014" and the Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2014, 2.12, 3.06 or 9.05 of the Indenture. Series B." The Stated Maturity for payment of principal of the PIES Securities shall be November December 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2014 and the PIES Securities shall bear interest at the rate of ___5.375% per annumannum from their date of original issue, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 15, May 15, August June 15 and November December 15 in each year, commencing on the date set forth in the definitive form of each year (commencing February 15such Securities, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesPredecessor Security) are is registered at the close of business on the last day June 1 or December 1 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such interest payment datestock exchange require, until principal thereof is paid or made available in Luxembourg, in each case maintained for paymentsuch purposes, provided that nothing in this Indenture or (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to the terms located at SunTrust Bank, c/o SunTrust Robinson Xxxxxxxx Xxxxxxx Markets, 125 Broad Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxon: Randy Broxxxxx, xxx xxx office of the Issuing and Luxembourg Paying Agency Agreement between Agent located at Banque Generale du Luxembourg S.A., 50 Avenue X.X. Xxxxxxx, X-0000 Luxembourg) or, at the option of the Company, The Bank interest may be paid by check mailed to the address of New York and the Bank Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of New Yorkwhich have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, London, will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof). In addition, if Securities that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______85,627,000 in principal amount of Securities, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities, including any exchange of Series B Notes for Series A Notes or pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 806, 912, 917, 1008 or 9.05 otherwise. The Securities shall be known and designated either as the “6.00% Senior Secured Convertible Notes due 2012, Series A” or “6.00% Senior Secured Convertible Notes due 2012, Series B” of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Securities shall be November May 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2012, and the PIES Securities shall each bear interest at the rate of ___6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from and including _______ __May 7, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date2009, payable quarterly semiannually in arrears on February 15, May 15, August 15 1 and November 15 1 of each year (year, commencing February 15as of November 1, 2000) and at Maturity, to 2009 until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, provided that nothing in this Indenture interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the PIES is intended to prevent Securities shall be payable and the Securities shall be exchangeable and transferable at the office or agency of the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, in The Bank City of New York and maintained for such purposes (which initially will be a corporate trust office of the Bank of Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, New York, London10005); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. Any Series B Note Holder may elect to surrender its Series B Notes upon its receipt of notice from the Company that the Registration Statement has been declared effective. Anytime after receiving such notice, any Series B Note Holder may provide the Company and Trustee with five (5) Business Days’ notice of its intent to exchange its Series B Notes for Series A Notes, at which time the Trustee shall cancel such Holder’s Series B Notes and issue a new Series A Note in a like aggregate principal amount, which may be dated ________ __, 1999as part of a Global Security. In addition, if The Securities shall be subject to repurchase by the Stated Maturity is extended Company pursuant to an Offer as provided in Section 204912. Holders shall have the right to require the Company to purchase their Securities, interest at in whole or in part, in the rate event of a Change of Control pursuant to Section 914, or under the circumstances set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 920. The Securities shall be redeemable as provided in Section 204. The PIES shall be initially issued Article Ten and in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturitySecurities.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Securities that may be authenticated and delivered under this Indenture is limited unlimited. The Trustee shall authenticate Securities on the Issue Date in an aggregate principal amount not to exceed $_______250,000,000 (“Original Securities”). In addition, except for PIES subject to the provisions of Section 102, the Trustee shall authenticate additional Securities (“Additional Securities”) upon receipt of a Company Order specifying the amount of Securities to be authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant the date on which such Securities are to Section 2.08, 2.09, 2.12, 3.06 or 9.05 be authenticated and certifying that all conditions precedent to the issuance of the IndentureAdditional Securities contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Securities. The aggregate principal amount of the Additional Securities, if any, is unlimited. The Securities shall be known and designated as the “6.75% Senior Notes Due 2019” of the Company. Their Stated Maturity for payment of principal of the PIES shall be November 15December 2, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2019 and the PIES they shall bear interest at the rate of ___6.75% per annum, from and including _______ __November 24, 1999 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semiannually on February 15June 2 and December 2 commencing December 2, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date2010, until the principal thereof is paid or made available for payment. The principal of (and premium, provided if any) and interest on the Securities shall be payable at the Corporate Trust Office (which initially shall be the office of the Trustee located at Xxxxx Fargo Bank, National Association, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000; provided, however, that nothing in this Indenture or at the PIES is intended to prevent option of the Company or the Trustee from giving effect payment of interest may be made by check mailed to the terms address of the Issuing and Paying Agency Agreement between Person entitled thereto as such address shall appear in the Company, Security Register. The Bank Securities shall not have the benefit of New York and any sinking fund obligations. The Securities shall be subject to defeasance at the Bank option of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended Company as provided in Section 204Article Twelve. The Original Securities and the Additional Securities, if any, shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers and redemptions. The Additional Securities may have a different date of issue or initial Interest Payment Date from the Original Securities and may have a different amount of interest at the rate set forth in this Section 201 will continue to accrue payable on the PIES until Maturity first Interest Payment Date after issuance than is payable on the Original Securities, and additional interest will accrue in arrears may have the same or a different CUSIP number as the Original Securities (including if certain of the Securities have a restricted CUSIP number and other Securities have an unrestricted CUSIP number after issuance of the Original Securities hereby to allow certain of such Securities to become freely tradeable under the Securities Act or to otherwise comply with U.S. securities laws). The Securities shall be guaranteed by any Guarantors as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Thirteen.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______400,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Sections 3.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “6.125% Senior Notes due 2023” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November June 15, 2002 or a later date as provided in 2023. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___6.125% per annumannum and shall be payable semiannually in arrears on each June 15 and December 15, commencing June 15, 2013 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from October 30, 2012. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Notes which may be authenticated and delivered under this Indenture is limited to $_______275 million, in the case of the Senior Subordinated Notes, and $294 million, in the case of Senior Subordinated Discount Notes, except for PIES Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 307, 310, 906, 1016, 1017 or 9.05 1108 or pursuant to an Exchange Offer. The Initial Notes shall be known and designated as the "9 1/2% Senior Subordinated Notes due 2007" and "10 1/2% Senior Subordinated Discount Notes due 2007," as applicable, and the Exchange Notes shall be known and designated as the "9 1/2% Series B Senior Subordinated Notes due 2007" and "10 1/2% Series B Senior Subordinated Discount Notes," as applicable, in each case, of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Senior Subordinated Notes shall be November 151, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES they shall bear interest at the rate of ___9 1/2% per annumannum from November 4, 1997, or from and including _______ __, 1999 or the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in cash and in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day April 15 and October 15 immediately preceding the interest payment date on May 1 and November 1 of each year, commencing May 1, 1998. The Stated Maturity of the calendar month immediately Senior Subordinated Discount Notes shall be November 1, 2007, and they will accrete until November 1, 2002 at a rate of 10.57% per annum, compounded semiannually. Cash interest will not accrue on the Senior Subordinated Discount Notes prior to November 1, 2002. Thereafter, interest will accrue at the rate of 10 1/2% per annum and will be payable semiannually in cash and in arrears to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the April 15 or October 15 next preceding such interest payment date, until principal thereof is commencing May 1, 2003. Cash interest on the Senior Subordinated Discount Notes will accrue from the most recent interest payment date to which interest has been paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In additionor, if the Stated Maturity is extended as provided in Section 204no interest has been paid, interest at the rate set forth in this Section 201 will continue from November 1, 2002. All references to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated Senior Subordinated Discount Notes herein are references to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Priceprincipal amount at final maturity. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the aggregate number principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of PIES so surrendered (and premium, if any) and interest on the Notes shall be payable at Maturitythe office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven and in the Notes. The Indebtedness evidenced by the Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______250,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1010, 1018 or 9.05 1108. The Securities shall be known and designated as the "10 7/8% Series B Senior Notes Due 2007" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15April 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES they shall bear interest at the rate of ___10 7/8% per annumannum from March 31, 1997, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly on October 1, 1997 and semiannually thereafter on April 1 and October 1, in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, to until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, duly provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999for. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 Interest will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of, premium, if any, and interest on the aggregate number Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of PIES so surrendered at Maturitythe Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be redeemable as provided in Article Eleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______57,500,000 (including $7,500,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1108, 1302 or 9.05 1405. The Securities shall be known and designated as the "7% Convertible Subordinated Notes due 2004" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November 15December 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2004 and the PIES they shall bear interest at the rate of ___7% per annum, from and including _______ __, 1999 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semi-annually on February 15June 1 and December 1 commencing June 1, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1998, until the principal thereof is paid or made available for payment. The principal of and premium, provided that nothing if any, and interest on the Securities shall be payable (i) in this Indenture respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the PIES is intended to prevent respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company or maintained for such purpose pursuant to Section 1002; provided, however, that at the Trustee from giving effect option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the terms address of the Issuing and Paying Agency Agreement between Person entitled thereto as such address shall appear in the Company, Security Register. The Bank of New York and Securities shall be subject to the Bank of New York, London, to transfer restrictions set forth in Section 305. The Securities shall be dated ________ __, 1999. In addition, if the Stated Maturity is extended redeemable as provided in Section 204, interest at the rate set forth Article Eleven. The Securities shall be subordinated in this Section 201 will continue right of payment to accrue on the PIES until Maturity and additional interest will accrue in arrears Senior Indebtedness as provided in Section 204Article Twelve. The PIES Securities shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except convertible as provided in Section 204 and Article Thirteen. The Securities shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable repurchase at the option of the Holder as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Fourteen.

Title and Terms. There The aggregate principal amount of the Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections ‎2.02, 3.13 and ‎10.07 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a Series of Securities shall govern and be controlling. The Notes shall be known and designated as the "___“4.625% Exchangeable Senior Notes Due November 15, 2002" due 2029” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the IndentureIssuer. The Stated Maturity for payment of principal of the PIES Notes shall be November 15May 1, 2002 2029, whether or not a later date as provided in the definition of "Stated Maturity" in Section 101 Business Day, and the PIES Notes shall bear interest at the rate of ___4.625% per annumannum from the Issue Date, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears on February 15November 1, 2021 whether or not a Business Day, and semi-annually thereafter on May 151, August 15 whether or not a Business Day, and November 15 of 1, whether or not a Business Day, in each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesPredecessor Note) are is registered at the close of business on the last day of the calendar month April 15, whether or not a Business Day, and October 15, whether or not a Business Day, immediately preceding such interest payment dateInterest Payment Date (each, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999a “Regular Record Date”). In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue Interest on the PIES until Maturity and additional interest Notes will accrue in arrears as provided in Section 204. The PIES shall be initially issued in from the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior most recent date to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES which interest has been paid or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to from and including the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES Issue Date. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period will end on (but not include) the aggregate number relevant interest payment date. The principal of PIES so surrendered (and premium, if any) and interest on the Notes shall be payable at Maturitythe offices or agencies of the Issuer set forth in ‎Section 3.02, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. If the due date for any payment in respect of any Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to ‎Section 10.12. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in ‎Section 10.13. The Notes shall be redeemable as provided in ‎Article 11. The due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. There is are hereby created under the Indenture a Series series of Debt Securities known and designated as the "___“2.350% Exchangeable Senior Notes Due November 15, 2002" due 2032” of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered under this Third Supplemental Indenture is initially limited to $_______500,000,000, except for PIES Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section Sections 2.07, 2.08, 2.092.09 or 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, 2.12issue in separate offerings additional notes having the same ranking, 3.06 or 9.05 interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be January 15, 2032 for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES Notes. The Notes shall bear interest at the rate of ___2.350% per annum, from and including _______ __September 23, 1999 2021 or the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semi-annually in arrears on February 15, May 15, August January 15 and November July 15 of each year (commencing February July 15, 2000) and at Maturity2022), to the persons Persons in whose names the PIES (or any predecessor securities) Notes are registered at the close of business on January 1 or July 1, as the last day of the calendar month immediately case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES Notes shall be initially issued in the form of a one or more Global Security Securities and the depositary for the PIES Notes shall be The Depository Trust Company, New York, New York (the "Depositary")York. The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and Notes shall not be subject to any sinking fund. The PIES Notes shall be mandatorily exchangeable as provided in Section 202. The PIES registered form without coupons and shall be issuable in denominations of $____ 2,000 and any integral multiple multiples of $1,000 in excess thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(79.01(j) of the Indenture, as a the form of Debt Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders consist of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityNotes.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Notes which may be authenticated and delivered under this Indenture is limited to $_______30,000,000, except for PIES Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 307, 308, 906, 1015, 1016 or 9.05 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Initial Notes shall be known and designated as the "Floating Interest Rate Senior Notes Due 2007" and the Exchange Notes shall be known and designated as the "Floating Interest Rate Series B Senior Notes Due 2007" of the IndentureCompany. The Stated Maturity for payment of principal of the PIES Notes shall be November August 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES Notes shall bear interest at the a rate of ___% per annum, reset semi-annually, equal to LIBOR (as determined by the Calculation Agent, which shall initially be the Trustee (the "Calculation Agent")) plus 400 basis points, from and including _______ __April 21, 1999 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears semi-annually on February 15, May 15, August 15 and November August 15 of each year (year, commencing February on August 15, 2000) and at Maturity1998, until the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day February 1 or August 1 next preceding such Interest Payment Date. The principal of (and premium, if any) and interest on the Notes shall be payable, and the Notes shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in The City of New York maintained for such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or purposes (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to located at 000 Xxxx 00xx Xx., Xxx Xxxx, X.X. 10036-1532, Attention: Corporate Trust) or, at the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank interest may be paid by check mailed to the address of New York the Person entitled thereto as such address shall appear on the Register; PROVIDED that all payments with respect to the Global Note and the Bank Certificated Notes the Holders of New York, London, which have given wire transfer instructions to the Company will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. In addition, if Notes that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Notes issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Notes shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Eleven.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312, 1011 and 1012 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated for purposes of the provisions of this Indenture relating to transfer and exchange as a Series of Securities separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "___“10.750% Exchangeable Senior Secured Junior Priority Notes Due November 15, 2002" due 2023” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the IndentureNotes shall be July 15, 2023. The Stated Maturity for payment of principal of the PIES shall be November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from June 25, 2018, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for. Interest on the relevant Interest Payment Date, Notes is payable quarterly in arrears on February January 15, May 15, August 2019 and semi-annually thereafter on January 15 and November July 15 of in each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesPredecessor Note) are is registered at the close of business on the last day of the calendar month January 1 and July 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose in the Trustee from giving effect to City of New York or, at the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payments of New York and interest may be made by check mailed to the Bank Holders of New Yorkthe Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, London, to be dated ________ __, 1999. In additionpremium, if any, and interest, if any, with respect to Notes represented by one or more global notes registered in the Stated Maturity is extended name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity 1018 and additional interest will accrue in arrears a Loss Proceeds Offer as provided in Section 2041020. The PIES Notes shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 Article Eleven of this Indenture and shall not be subject to any sinking fundParagraph 6 of the Notes. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations due and punctual payment of $____ principal of, premium, if any, and any integral multiple thereof. The Company shall not be obligated to pay any additional amount interest on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged Notes payable by the Company into a number of Vodafone ADRs at is irrevocably unconditionally guaranteed, to the Exchange Ratio. The Holders extent set forth herein, by each of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityGuarantors.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that KDSM Senior Debentures which may be authenticated and delivered under this Indenture is limited to $_______206,200,000 in principal amount of KDSM Senior Debentures, except for PIES KDSM Senior Debentures authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES KDSM Senior Debentures pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906, 1016 or 9.05 1108. The KDSM Senior Debentures shall be known and designated as the "11 5/8% Senior Debentures due 2009" in the case of either Series A or Series B, as the case may be, of the IndentureCompany. The Stated Maturity for payment of principal of the PIES KDSM Senior Debentures shall be November March 15, 2002 2009 Series A or a later date Series B, as provided in the definition of "Stated Maturity" in Section 101 case may be, and the PIES KDSM Senior Debentures shall each bear interest at the rate of ___11 5/8% per annumannum plus Additional Interest and Penalty Interest, if any, from and including _______ __March 12, 1999 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding paid, as the relevant Interest Payment Datecase may be, payable quarterly in arrears beginning on February June 15, May 1997 and quarterly thereafter on March 15, August 15 and November 15 of each year (commencing February June 15, 2000) September 15, and at MaturityDecember 15, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment dateeach year, until the principal thereof is paid or made available for paymentduly provided for, provided that nothing and at a rate of 11 5/8% per annum on any overdue principal or interest. Unless otherwise specified herein, the Series A KDSM Senior Debentures and the Series B KDSM Senior Debentures will be treated as one class and are together referred to as the "KDSM Senior Debentures." The Series A KDSM Senior Debentures rank pari passu in this Indenture or right of payment with the PIES is intended Series B KDSM Senior Debentures. The Company shall have the right to prevent extend the Company or interest payment period on the Trustee from giving effect to KDSM Senior Debentures in accordance with the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended KDSM Senior Debentures as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES Payment of the principal of, premium, if any, and interest on the KDSM Senior Debentures shall be issuable made at the office or agency of the Paying Agent maintained for that purpose in denominations the United States, 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 any integral multiple private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Payment Date) by the Holder thereof. If any of the KDSM Senior Debentures are held by the Depository, payments of interest may be made by wire transfer to the Depository. The Company Trustee is hereby initially designated as the Paying Agent under this Indenture. The KDSM Senior Debentures shall not be obligated to pay any additional amount redeemable as provided in Article Eleven. At the election of the Company, the entire Indebtedness on the PIES in respect KDSM Senior Debentures or certain of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further obligations and covenants and certain Events of Default thereunder may be defeased as provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Four.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $_______, except for PIES be authenticated and delivered upon reregistration ofunder this Indenture is $300,000,000. Additional Securities, transfer ofwhich may be Initial Securities or Exchange Securities ("Additional Securities"), or in exchange formay be authenticated and delivered under this Indenture at any time from time to time, or in lieu ofand such Securities will have the same terms and conditions as, other PIES pursuant to Section 2.08and be treated as a single class (for all purposes under this Indenture) with, 2.09all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "5.90% Senior Notes due 2007" and the Exchange Securities shall be known and designated as the "5.09% Senior Notes due 2007, 2.12, 3.06 or 9.05 of the Indenture. Series B." The Stated Maturity for payment of principal of the PIES Securities shall be November January 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2007, and the PIES Securities shall bear interest at the rate of ___5.90% per annumannum from their date of original issue, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 15, May 15, August January 15 and November July 15 in each year, commencing on the date set forth in the definitive form of each year (commencing February 15such Securities, 2000) and at Maturityuntil the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesPredecessor Security) are is registered at the close of business on the last day January 1 or July 1 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such interest payment datestock exchange require, until principal thereof is paid or made available in Luxembourg, in each case maintained for paymentsuch purposes, provided that nothing in this Indenture or (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to located at SunTrust Bank, 000 Xxxx Xxxxxx, Xxxxxxxx, XX, 00000, Attention: Corporate Trust Operations and the terms office of the Issuing and Luxembourg Paying Agency Agreement between Agent located at Banque Generale de Luxembourg S.A., 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg) or, at the option of the Company, The Bank interest may be paid by check mailed to the address of New York and the Bank Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of New Yorkwhich have given wire transfer instructions to the Trustee (or other Paying Agent)) by the Regular Record Date for such payment, London, will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. In addition, if Securities that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a Series of Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "___“5.875% Exchangeable Senior Notes Due November 15, 2002" due 2024” of the Company. The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 Stated Maturity of the Indenture. The Stated Maturity for payment of principal of the PIES Notes shall be November May 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2024, and the PIES Notes shall bear interest at the rate of ___% per annumset forth below from May 12, 2016, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly in arrears on February November 15, 2016 and semi-annually thereafter on May 15, August 15 and November 15 of in each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the persons Person in whose names name the PIES Note (or any predecessor securitiesNote) are is registered at the close of business on the last day of the calendar month May 1 and November 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest payment date, until principal thereof is paid on the Notes shall be payable at the office or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent agency of the Company or maintained for such purpose or, at the Trustee from giving effect to the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank payment of New York and interest may be made by check mailed to the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest Holders at the rate their respective addresses set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as Note Register; provided in Section 204. The PIES shall be initially issued in the form that all payments of a Global Security and the depositary for the PIES shall be The Depository Trust Companyprincipal, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES orpremium, if there is not a nearest 1/100th of a dollarany, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option and interest and Additional Interest, if any, with respect to less than Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange Company maintained for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturitysuch purpose.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Notes which may be authenticated and delivered under this Indenture is limited to $_______190.0 million, except for PIES Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Notes pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906 or 9.05 1108 or in connection with an Asset Sale Offer or Change of Control Offer pursuant to Sections 1015 or 1014, respectively. The Initial Notes shall be known and designated as the "13% Series A Senior Subordinated Notes due 2009" of the IndentureCompany and the Exchange Notes shall be known and designated as the "13% Series B Senior Subordinated Notes due 2009" of the Company. The Their Stated Maturity for payment of principal of the PIES shall be November August 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2009 and the PIES they shall bear interest at the rate of ___13% per annum, from annum and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, shall be payable quarterly in cash semi-annually in arrears on February 15 and August 15, May 15, August 15 and November 15 of each year (commencing on February 15, 2000) and at Maturity, . The Company shall make each interest payment to the persons in whose names the PIES (or any predecessor securities) are registered at the close holders of business record on the last day of the calendar month immediately preceding such interest payment date, February 1 and August 1 until the principal thereof is paid or made available for payment, provided and at the rate of 13% per annum on any overdue principal and premium, if any, and on any overdue installment of interest and Liquidated Damages, if any, until paid. The Notes shall be senior subordinated unsecured obligations of the Company, are subordinated in right of payment to all existing and future Senior Indebtedness of the Company and shall rank senior or PARI PASSU in right of payment with all existing and future subordinated Indebtedness of the Company. Holders shall be entitled to the benefits of the Subsidiary Guarantees. If a Holder has given wire transfer instruction to the Company, the Company shall make all principal, premium and interest payment on the Holder's Notes in accordance with such instruction. All other payments of the principal of (and premium, if any) and interest (and Liquidated Damages, if any) on the Notes shall be payable at the office or agency of the Paying Agent and Registrar within the City and State of New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that nothing 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 this Indenture the Note Register. The Company initially appoints the Trustee as the Paying Agent and the Registrar. The Company may change the Paying Agent or Registrar without prior notice to the PIES is intended to prevent Holders, and the Company or the Trustee from giving effect to the terms any of the Issuing and its Subsidiaries may act as Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable Agent or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereofRegistrar. The Company shall notify the Trustee in writing of the name and address of any Registrar or Paying Agent not a party to this Indenture. The Notes shall be obligated subject to pay any additional amount on repurchase by the PIES in respect Company pursuant to an Asset Sale Offer or Change of taxesControl Offer, except respectively, as otherwise provided in Sections 207 1015 and 3011014. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant Notes shall be subject to Section 9.01(7) defeasance at the option of the Indenture, Company as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Twelve.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES Notes that may be authenticated and delivered and Outstanding under this Indenture is will be limited to the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, including Section 407. The Initial Notes will be issued in an aggregate principal amount of $_______250 million. The Floating Rate Notes shall vote and consent together on all matters as one class, except for PIES authenticated and delivered upon reregistration ofand, transfer of, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange for, therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 902) and otherwise be treated as Notes for all purposes of the this Indenture. The Stated Maturity for payment of principal Floating Rate Notes shall be known and designated as the “Floating Rate Senior Notes due 2017” of the PIES shall be November 15Issuers. The Floating Rate Notes will mature on December 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall 2017. Each Floating Rate Note will bear interest at the a rate of ___% per annum, from and including _______ __reset quarterly, 1999 or equal to LIBOR plus 2.75%, as determined by the most recent Calculation Agent. Interest Payment Date to which interest has been paid or duly provided for to but excluding on the relevant Interest Payment Date, Floating Rate Notes will be payable quarterly in arrears cash to Holders of record at the close of business on the February 15, May 15, August 15 and November 15 of immediately preceding the interest payment date (each year (commencing such February 15, 2000) May 15, August 15 and at MaturityNovember 15, to the persons in whose names the PIES (or any predecessor securities) are registered at the close a “Regular Record Date”), on March 1, June 1, September 1 and December 1 of business each year, commencing March 1, 2014. Interest will be paid on the last basis of a 360-day year for the actual number of days elapsed and accrue from the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms date of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204original issuance. The PIES shall be initially issued in amount of interest for each day that the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York Floating Rate Notes are outstanding (the "Depositary"). The PIES shall not “Daily Interest Amount”) will be redeemable or terminable prior to their Stated Maturity except as provided calculated by dividing the interest rate in Section 204 effect for such day by 360 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on multiplying the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity result by the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option")Floating Rate Notes then outstanding. The amount of cash deliverable interest to be paid on the Floating Rate Notes for each Interest Period will be calculated by adding the Daily Interest Amount for each day in respect the Interest Period. All percentages resulting from any of each PIES (calculated the above calculations will be rounded, if necessary, to the nearest 1/100th one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards and all dollar per PIES amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent will, upon the request of any Holder of Floating Rate Notes, provide the interest rate then in effect with respect to the Floating Rate Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Issuers, the Guarantors and the Holders. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if there is not a nearest 1/100th of a dollarno interest has been paid, then from November 25, 2013; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the next higher 1/100th of a dollar) shall be equal most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on Interest Payment Date immediately preceding the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all issuance of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203such Additional Notes (or November 25, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 2022013, if more than one PIES shall be no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange at one time by on or after a record date for an Interest Payment Date that will occur on or after the same Holderdate of such exchange, the amount of cash which shall be delivered upon exchange shall be computed interest on the basis Note received in exchange thereof will accrue from the date of the aggregate number of PIES so surrendered at Maturitysuch Interest Payment Date.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______100,000,000 in principal amount of Securities, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08303, 2.09304, 2.12305, 3.06 306, 307, 308, 906, 1012, 1015 or 9.05 1108. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the IndentureHolders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Initial Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such Additional Securities or except for the first payment of interest following the issue date of such Additional Securities), subject to the limitations described in Section 1008 hereof. Such Additional Securities will be consolidated and form a single series with the Initial Securities and have the same terms as to status, redemption or otherwise as the Initial Securities. The Securities shall be known and designated as the "7.50% Senior Subordinated Notes due 2012" of the Company. The Stated Maturity for payment of principal of the PIES Securities shall be November 15March 1, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2012, and the PIES Securities shall each bear interest at the rate of ___7.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from and including _______ __February 26, 1999 2004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datepaid, payable quarterly semiannually on March 1 and September 1 in arrears on February 15each year, May 15commencing September 1, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to 2004 until the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, provided that nothing in this Indenture interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the PIES is intended to prevent Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, in The Bank City of New York maintained for such purposes; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Bank Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of New York, London, payment with the Series B Securities. The Securities shall be subject to be dated ________ __, 1999. In addition, if repurchase by the Stated Maturity is extended Company pursuant to an Offer as provided in Section 2041012. Holders shall have the right to require the Company to purchase their Securities, interest at in whole or in part, in the rate set forth in this event of a Change of Control pursuant to Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears 1015. The Securities shall be redeemable as provided in Section 204Article Eleven and in the Securities. The PIES Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be initially issued in senior subordinated Indebtedness of the form Company ranking equal to all other existing and future senior subordinated Indebtedness of a Global Security the Company and senior to all Subordinated Indebtedness of the depositary for Company. At the PIES shall be The Depository Trust election of the Company, New York, New York (the "Depositary"). The PIES shall not entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be redeemable or terminable prior to their Stated Maturity except defeased as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Four.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______86,250,000 (including $11,250,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 906, 1108, 1302 or 9.05 1405. The Securities shall be known and designated as the "6 1/2% Convertible Subordinated Debentures due 2001" of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November December 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2001 and the PIES they shall bear interest at the rate of ___6 1/2% per annum, from and including _______ __, 1999 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semi-annually on February June 15 and December 15 commencing June 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1997, until the principal thereof is paid or made available for payment. The principal of and premium, provided that nothing if any, and interest on the Securities shall be payable (i) in this Indenture respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the PIES is intended to prevent respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company or maintained for such purpose pursuant to Section 1002; provided, however, that at the Trustee from giving effect option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the terms address of the Issuing and Paying Agency Agreement between Person entitled thereto as such address shall appear in the Company, Security Register. The Bank of New York and Securities shall be subject to the Bank of New York, London, to transfer restrictions set forth in Section 305. The Securities shall be dated ________ __, 1999. In addition, if the Stated Maturity is extended redeemable as provided in Section 204, interest at the rate set forth Article Eleven. The Securities shall be subordinated in this Section 201 will continue right of payment to accrue on the PIES until Maturity and additional interest will accrue in arrears Senior Indebtedness as provided in Section 204Article Twelve. The PIES Securities shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except convertible as provided in Section 204 and Article Thirteen. The Securities shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable repurchase at the option of the Holder as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle Fourteen.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The initial aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______225,000,000, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08304, 2.09305, 2.12306, 3.06 307, 308, 906, 1012, 1013 or 9.05 of the Indenture1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $100,000,000 aggregate principal amount of additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the "9 1/4% Senior Notes due 2009" and the Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Notes due 2009." Their Stated Maturity for payment of principal of the PIES shall be November May 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2009, and the PIES they shall bear interest at the rate of ___9 1/4% per annumannum from May 17, 1999, or from and including _______ __, 1999 or the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datefor, payable quarterly semiannually in arrears on February 15, May 15, August 15 and November 15 of in each year (year, commencing February November 15, 2000) and at Maturity1999, until the principal thereof is paid or duly provided for, to the persons Person in whose names name the PIES Security (or any predecessor securitiesSecurity) are is registered at the close of business on the last day May 1 or November 1 next preceding such Interest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the calendar month immediately preceding Company in The City of New York maintained for such interest payment datepurposes, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or (which initially shall be the PIES is intended to prevent the Company or office of the Trustee from giving effect to located at One Xxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00006) or, at the terms option of the Issuing and Paying Agency Agreement between the Company, The Bank interest may be paid by check mailed to the address of New York and the Bank Person entitled thereto as such address shall appear on the Security Register; provided, however, that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of New Yorkwhich have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, London, will be required to be dated ________ __, 1999made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. In addition, if Initial Securities that remain outstanding after the Stated Maturity is extended consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle XI.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $_______500,000,000 principal amount. Additional Securities may be issued, except for PIES authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.08Sections 3.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “9.25% Senior Notes Due 2019” of the IndentureCompany. The Their Stated Maturity for payment of principal of the PIES shall be November December 15, 2002 or a later date as provided in 2019. Interest on the definition of "Stated Maturity" in Section 101 and the PIES Securities shall bear interest accrue at the rate of ___9.25% per annumannum and shall be payable semiannually in arrears on each June 15 and December 15, commencing June 15, 2010 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from and including _______ __, 1999 or the most recent Interest Payment Date date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Date, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollarno interest has been paid, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES from November 17, 2009. Interest on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the aggregate number Securities shall be payable at the Corporate Trust Office of PIES so surrendered the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at Maturityany other office or agency maintained by the Company for such purpose; 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, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and the Securities. The Securities shall be subject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount maturity of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______100,000,000 issued on the date hereof, except for PIES Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other PIES Securities pursuant to Section 2.083.04, 2.093.05, 2.123.06, 3.06 9.06 or 9.05 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this -52- exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $100,000,000. The Securities shall be known and designated as the "12% Senior Notes due 2008" of the IndentureIssuer. The Stated Maturity for payment of principal of the PIES Securities shall be November 151, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES 2008. The Securities shall bear cash interest at the rate of ___12% per annumannum on the principal amount at maturity of the Notes, from and including _______ __November 9, 1999 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for to but excluding for, as the relevant Interest Payment Datecase may be, payable quarterly in arrears semi-annually on February 15, May 15, August 15 1 and November 15 of each year (1, commencing February 15May 1, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date1999, until the principal thereof is paid or made available for payment; provided, provided that nothing in this Indenture or the PIES is intended however, with respect to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES orOriginal Securities, if there is not has been a nearest 1/100th of Registration Default, a dollarStep-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, then to the next higher 1/100th of a dollar) if any, shall be equal to the product of the number of Vodafone ADRs otherwise deliverable paid in respect of such PIES cash in arrears semi-annually on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not May 1 and November 1 in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203each year, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining and the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES accrued Special Interest shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed determined on the basis of the aggregate number of PIES so surrendered days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at Maturitythe corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer 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. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of PIES that Securities which may be authenticated and delivered under this Indenture is limited to $_______, except for PIES authenticated unlimited. Additional Securities may be issued under this Indenture after the date hereof without the consent of Holders. The Initial Securities shall be known and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 designated as the "7% Series A Senior Securities due 2013" of the IndentureCompany. The Exchange Securities shall be known and designated as the "7% Series B Senior Securities due 2013" of the Company. The Stated Maturity for payment of principal of the PIES Securities shall be November April 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 2013, and the PIES Securities shall each bear interest at the rate of ___7% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from and including _______ __April 11, 1999 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the relevant Interest Payment Datepaid, as applicable, payable quarterly semiannually on April 15 and October 15 in arrears on February each year, commencing October 15, May 15, August 15 and November 15 of each year (commencing February 15, 2000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date2003, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, provided that nothing in this Indenture interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the PIES is intended to prevent Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company or in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee from giving effect to located at U.S. Bank National Association, c/o Corporate Trust Department, 180 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xx. Xxxx, MN 55101), provided, however, that payment of interest may be made at the terms option of the Issuing Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and Paying Agency Agreement between the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank pari passu in right of payment with the Exchange Securities. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, The Bank the entire Debt on the Securities or certain of New York the Company's obligations and the Bank covenants and certain Events of New York, London, to Default thereunder may be dated ________ __, 1999. In addition, if the Stated Maturity is extended defeased as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at MaturityArticle IV.