As filed with the Securities and Exchange Commission on October 26, 2001
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM S-3
REGISTRATION STATEMENT
under
The Securities Act of 1933
----------------------

Pitney Bowes Inc.

(exact name of registrant as specified in its charter)

Delaware                                     06-0495050
(State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification No.)
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Address and telephone number of registrant's principal executive offices)

Sara E. Moss, Esq.
Senior Vice President and General Counsel
Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Name, address and telephone number of agent for service)
----------------------
Copies to:

Sarah Jones Beshar, Esq.                               Ann Bailen Fisher, Esq.
Davis Polk & Wardwell                                   Sullivan & Cromwell
450 Lexington Avenue                                    125 Broad Street
New York, New York 10017                              New York, New York 10004
(212) 450-4000                                        (212) 558-4000
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
in light of market conditions and other factors. 
----------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.| |
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.| |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.| |
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.| |
----------------------

CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed            Proposed
Title of Each                      Amount             Maximum             Maximum            Amount of
Class of Securities                   to be          Offering Price         Aggregate         Registration
to be Registered               Registered(1)(2)      Per Unit(3)      Offering Price(4)          Fee
--------------------------------------------------------------------------------------------------------------------------

Debt Securities.............................
Preferred Stock (par value $50.00 per share)
Preference Stock (without par value)........
Depositary Shares (5).......................
$2,000,000,000                          $2,000,000,000         $500,000
=========================================================================================================================
<FN>
(1)  This Registration Statement also covers such indeterminate number of
shares of Preferred Stock, Preference Stock and Common Stock of the
Registrant and accompanying Preference Stock Purchase Rights, if any (i)
as shall be issuable or deliverable upon conversion of any Debt
Securities, Preferred Stock or Preference Stock registered hereby which
are convertible into such Preferred Stock, Preference Stock or Common
Stock and (ii) as may be required for delivery upon conversion of any such
convertible Debt Securities as a result of the anti-dilution provisions
thereof.
(2)  Or, if any Debt Securities (1) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in
an aggregate initial offering price equivalent to $2,000,000,000 at the
time of initial offering, (2) are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price of $2,000,000,000, or (3) are issued with their principal
amount payable at maturity to be determined with reference to a currency
exchange rate or other index, such principal amount as shall result in an
aggregate initial offering price of $2,000,000,000.
(3)  Not specified as to each class of securities to be registered, pursuant to
General Instruction II.D of Form S-3 under the Securities Act of 1933. The
proposed maximum offering price per unit will be determined from time to
time by the Registrant in connection with, and at the time of, the
issuance by the Registrant of the securities registered hereunder.
(4)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(5)  Depositary Shares representing Preferred Stock or Preference Stock.
</FN>

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

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

Subject To Completion. Dated October 26, 2001

$2,000,000,000

PITNEY BOWES INC.

Debt Securities
Preferred Stock
Preference Stock
Depositary Shares

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

We may offer and issue debt securities and shares of our preferred and
preference stock from time to time. The debt securities and shares of preferred
or preference stock may be convertible into or exchangeable for shares of our
common stock or other securities. We may offer and issue preferred stock and
preference stock either directly or represented by depositary shares. This
prospectus describes the general terms of these securities and the general
manner in which we will offer them. We will provide the specific terms of these
securities in supplements to this prospectus. The prospectus supplements will
also describe the specific manner in which we will offer these securities.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

We may offer these securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities directly to you,
through agents we select, or through underwriters and dealers we select. If we
use agents, underwriters or dealers to sell these securities, we will name them
and describe their compensation in a prospectus supplement.

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

The date of this prospectus is __________, 2001.

You should rely only on the information contained in this prospectus, in
the accompanying prospectus supplement and in material we file with the SEC. We
have not authorized anyone to provide you with information that is different.
We are offering to sell, and seeking offers to buy, the securities described in
this prospectus only where offers and sales are permitted. Since information
that we file with the SEC in the future will automatically update and supersede
information contained in this prospectus or any accompanying prospectus
supplement, you should not assume that the information contained in this
prospectus or in any prospectus supplement is accurate as of any date other
than the date on the front of the document.

Table of Contents

Caption                                                                     Page
-------                                                                     ----
ABOUT THIS PROSPECTUS..........................................................3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................3
PITNEY BOWES INC...............................................................4
USE OF PROCEEDS................................................................4
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED AND PREFERENCE STOCK DIVIDENDS..............................4
DESCRIPTION OF DEBT SECURITIES.................................................5
DESCRIPTION OF PREFERRED STOCK AND PREFERENCE STOCK...........................13
DESCRIPTION OF COMMON STOCK...................................................16
DESCRIPTION OF DEPOSITARY SHARES..............................................21
PLAN OF DISTRIBUTION..........................................................24
VALIDITY OF THE SECURITIES....................................................24
EXPERTS.......................................................................25
WHERE YOU CAN FIND MORE INFORMATION...........................................25

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, referred to as the SEC in this prospectus,
utilizing a shelf registration process. Under this shelf registration process,
we may issue, from time to time, up to $2,000,000,000 of debt securities,
preferred stock, preference stock and depositary shares. Each time we issue any
securities under the registration statement, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this prospectus and in the documents we incorporate by reference, we
may state our views about our future performance. These views, which constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and may
cause our actual results to differ materially from the results discussed in
those forward-looking statements. Some of the factors that may significantly
affect our performance are discussed in "Management's Discussion and Analysis
of Financial Condition and Results of Operations," which is contained in our
most recent Annual Report on Form 10-K that is on file with the SEC.

3

PITNEY BOWES INC.

Pitney Bowes was organized in 1920 and is a Delaware corporation.

Pitney Bowes operates in three segments:

o Global Mailing - Global Mailing includes worldwide revenues from the
rental of postage meters and the sale, rental and financing of mailing
equipment, including mail finishing and software-based mail creation equipment;
software-based shipping, transportation and logistics systems; and related
supplies and services.

o Enterprise Solutions - Enterprise Solutions consists of Pitney Bowes
Management Services and Document Messaging Technologies. Pitney Bowes
Management Services includes revenues from facilities management contracts for
advanced mailing, reprographic, document management and other high- value
services. Document Messaging Technologies includes revenues from the sale,
service and financing of high speed, software-enabled production mail systems,
sortation equipment, incoming mail systems, electronic statement, billing and
payment solutions and mailing software.

o Capital Services - Capital Services provides large ticket financing and
fee-based programs covering a broad range of products and other financial
services. Products financed include both commercial and non- commercial
aircraft, over-the-road trucks and trailers, locomotives, railcars, rail and
bus facilities, office equipment and high-technology equipment, such as data
processing and communications equipment.

On December 11, 2000, Pitney Bowes announced that its Board of Directors
approved a formal plan to spin off Pitney Bowes' Office Systems business to
stockholders as an independent, publicly-traded company. The transaction is
expected to be completed by the end of the fourth quarter of 2001.

The world headquarters of Pitney Bowes are located at One Elmcroft Road,
Stamford, Connecticut 06926-0700 (telephone: 203-356-5000).

USE OF PROCEEDS

We expect to use the net proceeds from sales of the securities described
in this prospectus to repay short-term debt, to repurchase our common stock, to
refinance our other indebtedness from time to time and for other general
corporate purposes, including possible acquisitions. We will describe our
intended use of the proceeds from a particular offering of securities in the
related prospectus supplement. Funds not required immediately for any of the
previously mentioned purposes may be temporarily invested in marketable
securities.

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED AND PREFERENCE STOCK DIVIDENDS

The following table presents the ratio of our earnings to fixed charges
excluding minority interest for the periods indicated:

Six Months
ended
June 30,             Year ended December 31,
---------------  --------------------------------------
2001    2000    2000    1999    1998    1997    1996
----    ----    ----    ----    ----    ----    ----
4.72    4.34    4.37    4.92    4.42    4.10    3.58

The following table presents the ratio of our earnings to fixed charges
and preferred and preference stock dividends excluding minority interest for
the periods indicated:

Six Months
ended
June 30,             Year ended December 31,
---------------  --------------------------------------
2001    2000    2000    1999    1998    1997    1996
----    ----    ----    ----    ----    ----    ----
4.71    4.34    4.37     4.92    4.42    4.10    3.57

For the purpose of computing the above ratios, earnings have been
calculated by adding to income from continuing operations before income taxes
the amount of fixed charges. Fixed charges consist of interest on debt and a
portion of net rental expense

4

deemed to represent interest. These ratios have been reclassified to reflect
Pitney Bowes' Office Systems business, which Pitney Bowes plans to spin off to
its stockholders in 2001, Atlantic Mortgage & Investment Corporation, which
Pitney Bowes sold in 2000, and Colonial Pacific Leasing Corporation, whose
operations and assets Pitney Bowes sold in 1998, as discontinued operations.
Interest expense and the portion of rent which is representative of the
interest factor of these discontinued operations have been excluded from fixed
charges in the computation. If these amounts had been included, the ratio of
earnings to fixed charges excluding minority interest would be 4.54 for first
half 2001, 4.21 for first half 2000, 4.21 for 2000, 4.66 for 1999, 3.78 for
1998, 4.00 for 1997 and 3.54 for 1996. If these amounts had been included, the
ratio of earnings to fixed charges and preferred and preference stock dividends
excluding minority interest would be 4.53 for first half 2001, 4.19 for first
half 2000, 4.21 for 2000, 4.65 for 1999, 3.78 for 1998, 4.00 for 1997 and 3.54
for 1996.

DESCRIPTION OF DEBT SECURITIES

Debt May Be Senior or Subordinated

We will issue the senior debt securities under one or more senior debt
indentures and the subordinated debt securities under one or more subordinated
debt indentures. We will appoint a trustee to act in a fiduciary capacity under
each of these indentures. In this prospectus we refer to these senior debt
indentures as our "senior debt indenture" and to these subordinated debt
indentures as our "subordinated debt indenture". We have filed the form of our
senior debt indenture and subordinated debt indenture as exhibits to the
registration statement of which this prospectus is a part.

The senior debt securities will be part of our senior debt and will rank
equally with all of our other unsecured and unsubordinated debt. The
subordinated debt securities will be junior in right of payment to all of our
"senior indebtedness", as defined in our subordinated debt indenture. If this
prospectus is being delivered in connection with a series of subordinated debt
securities, the accompanying prospectus supplement or the information we
incorporate in this prospectus by reference will indicate the approximate
amount of senior indebtedness outstanding as of the end of the most recent
fiscal quarter preceding the date of that prospectus supplement. Neither
indenture limits our ability to incur additional senior indebtedness.

We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the applicable indenture, which contains the
terms and definitions summarized below as well as additional information
regarding the debt securities.

Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement
and incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the
provisions relating to limitations on liens and limitations on sales and
leasebacks, which are included in the senior debt indenture only, and to
subordination, which are included in the subordinated indenture only.

We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on the relevant payment dates. As a result, you may receive
a payment of principal on any principal payment date, or a payment of interest
on any interest payment date, that is greater than or less than the amount of
principal or interest otherwise payable on those dates, depending upon the
value on those dates of the applicable currency, security or basket of
securities, commodity or index. Information as to the methods for determining
the amount of principal or interest payable on any date, the currencies,
securities or baskets of securities, commodities or indices to which the amount
payable on that date is linked and any material United States federal income
tax considerations will be provided in the applicable prospectus supplement.

Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that
at the time of issuance is below the prevailing market rate may be

5

sold at a discount below their stated principal amount. We refer to debt
securities of this kind that are sold at a discount as "original issue discount
securities".

We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the applicable indenture.

Terms Specified in Prospectus Supplement

The prospectus supplement will contain, where applicable, the following
terms of, and other information relating to, any offered debt securities:

o    title;

o    whether the debt securities are senior or subordinated;

o    aggregate principal amount and purchase price;

o    currency in which the debt securities are denominated and/or in which
principal, and premium, if any, and/or interest, if any, is payable,
if not U.S. dollars;

o    authorized denominations, if other than $1,000 and integral multiples
of $1,000;

o    date of maturity;

o    the interest rate or rates or the method by which a calculation agent
will determine the interest rate or rates, if any;

o    the interest payment dates, if any;

o    any repayment, redemption, prepayment or sinking fund provisions,
including any redemption notice provisions;

o    the name of the trustee and any authenticating agent, paying agent,
transfer agent or registrar for the debt securities;

o    whether we will issue the debt securities in definitive form or in
the form of one or more global securities;

o    the terms on which holders of the debt securities may convert or
exchange these securities into our common stock, preferred stock or
preference stock or other securities of Pitney Bowes or other
issuers;

o    information as to the methods for determining the amount of principal
or interest payable on any date and/or the currencies, securities or
baskets of securities, commodities or indices to which the amount
payable on that date is linked;

o    any special United States federal income tax consequences applicable
to the debt securities being issued; and

o    any other specific terms of the debt securities, including any
additional events of default or covenants, and any terms required by
or advisable under applicable laws or regulations.

Registration and Transfer of Debt Securities

Holders may exchange their debt securities for debt securities of smaller
denominations or combine them into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. You may
not exchange your debt securities for securities of a different series or
having different terms, unless your prospectus supplement says you may.

You may present debt securities for exchange and transfer in the manner,
at the places and subject to any restrictions described in the applicable
prospectus supplement. We will provide you those services free of charge,
although you may have to pay any tax or other governmental charge payable in
connection with any exchange or transfer, as provided in the applicable
indenture.

If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of
the depositary for those global securities. See "- Global Securities" for more
information about those provisions.

Defeasance and Covenant Defeasance

Unless the prospectus supplement states otherwise, we will be able to
discharge all of our obligations, other than administrative obligations such as
facilitating transfers and exchanges of certificates and replacement of lost or
mutilated certificates, relating to a series of

6

debt securities under an indenture by depositing cash and/or U.S. Government
obligations with the trustee in an amount sufficient to make all the remaining
payments of principal, premium and interest on those debt securities when those
payments are due. We can do this only if we have delivered to the trustee,
among other things, an opinion of counsel based on a United States Internal
Revenue Service ruling or other change in U.S. federal income tax law stating
that holders will not recognize any gain or loss for U.S. federal income tax
purposes as a result of this deposit.

We can also avoid having to comply with the restrictive covenants in the
senior debt indenture, such as the limitation on liens and the limitation on
sale and leaseback transactions, by depositing cash and/or U.S. Government
obligations with the trustee in an amount sufficient to make all the remaining
payments of principal, premium and interest on the outstanding debt securities
when those payments are due. We can do this only if we have delivered to the
trustee, among other things, an opinion of counsel stating that holders of
those securities will not recognize any gain or loss for U.S. federal income
tax purposes as a result of this deposit.

Subordination Provisions

There are contractual provisions in the subordinated debt indenture that
may prohibit us from making payments on our subordinated debt securities.
Subordinated debt securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the subordinated debt indenture, to all
of our senior indebtedness, including the debt securities we have issued and
will issue under the senior debt indenture.

The subordinated debt indenture defines senior indebtedness generally as
obligations of, or guaranteed or assumed by, Pitney Bowes for borrowed money or
evidenced by bonds, notes or debentures or other similar instruments or
incurred in connection with the acquisition of property, and amendments,
renewals, extensions, modifications and refundings of any of that indebtedness.
The subordinated debt securities and any other obligations specifically
designated as being subordinate in right of payment to senior indebtedness are
not senior indebtedness as defined in the subordinated debt indenture.

The subordinated debt indenture provides that, unless all principal of and
any premium or interest on the senior indebtedness has been paid in full, or
provision has been made to make those payments in full, no payment of principal
of, or any premium or interest on, any subordinated debt securities may be made
in the event:

o    of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization, assignment for the benefit of creditors
or other similar proceedings involving us or a substantial part of
our property;

o    a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness, and that default has not been cured or waived or has
not ceased to exist;

o    there has occurred any other event of default with respect to senior
indebtedness that permits holders or any trustee of the senior
indebtedness to accelerate the maturity of the senior indebtedness,
even if that maturity is not in fact accelerated, and that event of
default has not been cured or waived or has not ceased to exist; or

o    that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of
default as defined under the subordinated debt indenture and that
declaration has not been rescinded and annulled as provided under the
subordinated debt indenture.

If the trustee under the subordinated debt indenture or any holders of the
subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the holders
will have to repay that money to the holders of the senior indebtedness.

Even if the subordination provisions prevent us from making any payment
when due on the subordinated debt securities of any series, we will be in
default on our obligations under that series if we do not make the payment when
due. This means that the trustee under the subordinated debt indenture and the
holders of debt securities of that series can take action against us, but they
will not receive any money until the claims of the holders of senior
indebtedness have been fully satisfied.

7

The subordinated debt indenture allows the holders of senior indebtedness
to obtain a court order requiring us and any holder of subordinated debt
securities to comply with the subordination provisions.

Covenants Restricting Liens, Mergers and Other
Significant Corporate Actions

In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "- Definitions" below.

Limitation on Liens. The senior debt indenture provides that so long as
any of the senior debt securities remains outstanding, we will not, nor will we
permit any Restricted Subsidiary to, issue, assume, guarantee or become liable
for any Indebtedness if that Indebtedness is secured by a Mortgage upon any
Principal Domestic Manufacturing Plant or upon any shares of stock or
Indebtedness of any Restricted Subsidiary without in any such case effectively
providing that the senior debt securities will be secured equally and ratably
with (or prior to) that Indebtedness, except that the foregoing restrictions
will not apply to:

o    Mortgages on property of any corporation existing at the time that
corporation is acquired by us or a Restricted Subsidiary (including
by way of merger or consolidation) or at the time of a sale, lease or
other disposition of substantially all of the properties of a
corporation to us or a Restricted Subsidiary, as long as that
Mortgage is not extended to cover any property previously owned by us
or a Restricted Subsidiary;

o    Mortgages on property of a corporation existing at the time the
corporation first becomes a Restricted Subsidiary;

o    Mortgages on any property existing on the date securities are first
issued under that indenture or when we acquired that property;

o    Mortgages securing any Indebtedness that a wholly-owned Restricted
Subsidiary owes to us or another wholly-owned Restricted Subsidiary;

o    Mortgages that we enter into within specified time periods to finance
the acquisition, repair, improvement or construction of any property;

o    mechanics' liens, tax liens, liens in favor of a governmental body to
secure progress payments or the acquisition of real or personal
property from the governmental body, and other specified liens which
were not incurred in connection with any borrowing of money, as long
as we are contesting those liens in good faith or those liens do not
materially impair the use of any Principal Domestic Manufacturing
Plant;

o    Mortgages arising from any judgment, decree or order of a court in a
pending proceeding;

o    any extension, renewal or replacement of any of the Mortgages
described above, as long as the amount of Indebtedness secured does
not exceed the amount originally secured plus any fees incurred in
connection with the refinancing.

Notwithstanding the above, we may issue, assume or guarantee, and may
permit any Restricted Subsidiary to issue, assume or guarantee, secured
Indebtedness which would otherwise be subject to the foregoing restrictions,
provided that the total of the aggregate amount of that Indebtedness then
outstanding, excluding secured Indebtedness permitted under the foregoing
exceptions, does not exceed 15% of Consolidated Net Tangible Assets.

The subordinated debt indenture does not include any limitation on our
ability to incur these types of liens.

Limitation on Sales and Leasebacks. Under the senior debt indenture, we
and our Restricted Subsidiaries are not allowed to enter into any sale and
leaseback arrangement involving a Principal Domestic Manufacturing Plant which
has a term of more than three years, except for sale and leaseback arrangements
between us and a wholly-owned Restricted Subsidiary or between wholly-owned
Restricted Subsidiaries, unless:

o    we enter into the sale and leaseback transaction within 180 days
after the Principal Domestic Manufacturing Plant is acquired,
constructed or placed into service by us;

o    the rent that we pay under the related lease is

8

reimbursed under a contract between us or a Restricted Subsidiary and
the United States Government or one of its agencies or
instrumentalities;

o    the aggregate amount of all Attributable Debt with respect to sale
and leaseback transactions plus all Indebtedness secured by Mortgages
on Principal Domestic Manufacturing Plants (with the exception of
secured Indebtedness which is excluded as described under "-
Limitations on Liens" above) does not exceed 15% of Consolidated Net
Tangible Assets; or

o    we apply an amount equal to, in the case of a sale or transfer for
cash, the lesser of the net proceeds of the sale or transfer of the
Principal Domestic Manufacturing Plant and the net book value, or, in
the case of a sale or transfer otherwise than for cash, the lesser of
the fair market value of the Principal Domestic Manufacturing Plant
and the net book value, within 180 days of the effective date of the
sale and leaseback arrangement to the retirement of our or a
Restricted Subsidiary's Indebtedness, which may include the senior
debt securities. However, we cannot satisfy this test by retiring
Indebtedness that we were otherwise obligated to repay within the
180-day period.

The subordinated debt indenture does not include any limitations on sales
and leasebacks.

Consolidation, Merger or Sale of Assets. The senior debt indenture
provides that we will not consolidate or merge with or into any other
corporation and will not sell, lease or convey our properties and assets as an
entirety, or substantially as an entirety, to another corporation if, as a
result of that action, any of our assets would become subject to a mortgage,
unless either:

o    that mortgage could be created under the senior debt indenture
without equally and ratably securing the senior debt securities; or

o    the senior debt securities will be secured equally and ratably with
or prior to the Indebtedness secured by that mortgage.

Each of the indentures provides that we may consolidate or merge or sell
all or substantially all of our assets if:

o    we are the continuing corporation or if we are not the continuing
corporation, the continuing corporation is organized and existing
under the laws of the United States of America or any state of the
United States or the District of Columbia and assumes by supplemental
indenture the due and punctual payment of the principal of, and
premium, if any, and interest, if any, on, the debt securities and
the due and punctual performance and observance of all of the
covenants and conditions of the applicable indenture to be performed
by us; and

o    we are not, or the continuing corporation is not, in default in the
performance of any covenant or condition of the applicable indenture
to be performed by us immediately after the merger, consolidation or
sale of assets.

Definitions

"Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the senior debt indenture to mean, at the time of determination, the
lesser of:

o    the sale price of the Principal Domestic Manufacturing Plant to be
leased multiplied by a fraction the numerator of which is the
remaining portion of the base term of the lease and the denominator
of which is the base term of the lease; and

o    the total rental payments under the lease discounted to present value
using an interest factor determined in accordance with generally
accepted financial practice. However, if we cannot readily determine
that interest factor, we will use an annual rate of 11%, compounded
semiannually. We will also exclude from rental payments any amounts
paid on account of property taxes, maintenance, repairs, insurance,
water rates and other items which are not payments for property
rights.

"Consolidated Net Tangible Assets" is defined in the senior debt indenture
to mean as of any particular time, the aggregate amount of assets after
deducting current liabilities, goodwill, patents, copyrights,

9

trademarks, and other intangibles, in each case as shown on our most recent
consolidated financial statements prepared in accordance with U.S. generally
accepted accounting principles.

"Consolidated Net Worth" is defined in the senior debt indenture to mean
the sum of (1) the par value of our capital stock, (2) our capital in excess of
par value and (3) retained earnings, in each case as shown on our most recent
consolidated financial statements prepared in accordance with U.S. generally
accepted accounting principles.

"Indebtedness" is defined in the senior debt indenture to mean any notes,
bonds, debentures or other similar indebtedness for money borrowed.

"Mortgage" is defined in the senior debt indenture to mean a mortgage,
security interest, pledge or lien.

"Principal Domestic Manufacturing Plant" is defined in the senior debt
indenture to mean any manufacturing or processing plant or warehouse (other
than any plant or warehouse which, in the opinion of our Board of Directors, is
not material to our total business), including land and fixtures, which is
owned by us or a subsidiary, located in the United States and has a gross book
value (without deduction of any depreciation reserves) on the determination
date of more than 1% of our Consolidated Net Worth.

"Restricted Subsidiary" is defined in the senior
debt indenture to mean any Subsidiary of ours which

o    is organized under the laws of the United States or any state of the
United States or the District of Columbia;

o    transacts all or a substantial part of its business in the United
States; and

o    owns a Principal Domestic Manufacturing Plant.

However, "Restricted Subsidiary" does not include Pitney Bowes Credit
Corporation or any other Subsidiary which

o    is primarily engaged in providing or obtaining financing for the sale
or lease of products that we or our Subsidiaries sell or lease or is
otherwise primarily engaged in the business of a finance company; or

o    is primarily engaged in the business of owning, developing or leasing
real property other than a Principal Domestic Manufacturing Plant.

"Subsidiary" is defined in both indentures to mean any corporation of
which at least a majority of the outstanding voting stock is owned by us, or by
us and one or more Subsidiaries, or by one or more Subsidiaries.

Events of Default, Waiver and Notice

The indentures provide that the following events will be events of default
with respect to the debt securities of a series:

o    we default in the payment of any interest on the debt securities of
that series for 30 days or more;

o    we default in the payment of any principal or premium on the debt
securities of that series on the date that payment was due;

o    we default in making any sinking fund payment on the debt securities
of that series on the date that payment was due;

o    we breach any of the other covenants applicable to that series of
debt securities and that breach continues for 90 days or more after
we receive notice from the trustee or the holders of at least 25% of
the aggregate principal amount of debt securities of that series;

o    we commence bankruptcy or insolvency proceedings or consent to any
bankruptcy relief sought against us; or

o    we become involved in involuntary bankruptcy or insolvency
proceedings and an order for relief is entered against us, if that
order remains in effect for more than 60 consecutive days.

The prospectus supplement may specify additional events of default that
may be applicable to debt securities of a series.

The trustee or the holders of 25% of the aggregate principal amount of
debt securities of a series may declare all of the debt securities of that
series to be due

10

and payable immediately if an event of default with respect to a payment
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities of each affected series voting as one class may declare all of
the debt securities of each affected series due and payable immediately if an
event of default with respect to a breach of a covenant occurs. The trustee or
the holders of 25% of the aggregate principal amount of debt securities
outstanding under the applicable indenture voting as one class may declare all
of the debt securities outstanding under that indenture due and payable
immediately if a bankruptcy event of default occurs. The holders of a majority
of the aggregate principal amount of the debt securities of the applicable
series or number of series may annul a declaration or waive a past default with
respect to that series except for a continuing payment default and only if all
other events of default with respect to that series have been cured or waived.
If any of the affected debt securities are original issue discount securities,
by principal amount we mean the amount that the holders would be entitled to
receive by the terms of that debt security if the debt security were declared
immediately due and payable.

The holders of a majority in principal amount of the debt securities of
any or all series affected and then outstanding will have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the applicable trustee under the indentures. Notwithstanding the
foregoing, a trustee will not have to follow any direction unless the holders
of the debt securities offer to reimburse the trustee for the costs, expenses
and liabilities which the trustee might incur in compliance with the request.

If we have placed funds on deposit with the trustee to avoid having to
comply with the restrictive covenants in the senior debt indenture and the debt
securities are declared due and payable because of an event of default, the
funds on deposit will be sufficient to pay amounts due on the debt securities
at the time of their stated maturity, but may not be sufficient to pay amounts
due on the debt securities at the time the debt securities are declared due and
payable. In that case, we would remain liable for any deficiency.

Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.

Modification of Indentures

We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series
of debt securities if we obtain the consent of the holders of a majority of the
aggregate principal amount of outstanding debt securities of each affected
series voting as one class. However, we need the consent of each affected
holder in order to:

o    change the date on which any payment of principal or interest on any
debt security is due;

o    reduce the amount of any principal, interest or premium due on any
debt security;

o    change the currency or location of any payment;

o    impair the right of any holder to bring suit for any payment after
its due date; or

o    reduce the percentage in principal amount of debt securities required
to consent to any modification or waiver of any provision of the
indenture or the debt securities.

Form of Debt Securities

Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire series of securities issued at one time. Certificated
securities in definitive form and global securities will be issued in
registered form. Definitive securities name you or your nominee as the owner of
the security and, in order to transfer or exchange these securities or to
receive payments other than interest or other interim payments, you or your
nominee must physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities name a depositary
or its nominee as the owner of the debt securities represented by the global
securities. The depositary maintains a computerized system that will reflect
the beneficial ownership of the securities through accounts maintained by
broker/dealers, banks, trust companies

11

or other representatives, as we explain more fully below under "--Global
Securities."

Global Securities

We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement
relating to that series and registered in the name of the depositary or its
nominee. Unless we specify a different depositary in a prospectus supplement,
the depositary for any global securities we issue will be The Depository Trust
Company, or DTC, New York, New York. In that case, one or more global
securities will be issued in a denomination or aggregate denominations equal to
the portion of the aggregate principal or face amount of outstanding registered
securities of the series to be represented by the global securities. Unless and
until the depositary exchanges a global security in whole or in part for
securities in definitive registered form, the global security may not be
transferred except in whole or in part by the depositary to a nominee of the
depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any of its nominees to a
successor of the depositary or a nominee of that successor.

If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to that
series. We anticipate that the following provisions will apply to all
depositary arrangements.

Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for that global security, which
we call "participants", or persons that may hold interests through
participants. Upon the issuance of a global security, the depositary for the
global security will credit, on its book-entry registration and transfer
system, the participants' accounts with the respective principal or face
amounts of the securities represented by the global security beneficially owned
by those participants. The accounts to be credited will be designated by any
dealers, underwriters or agents participating in the distribution of the
securities. Ownership of beneficial interests in the global security will be
shown on, and the transfer of those ownership interests will be effected only
through, records maintained by the depositary for the global security, with
respect to interests of participants, and on the records of participants, with
respect to interests of persons holding through participants.

The laws of some states may require that some purchasers of securities
take physical delivery of their securities in definitive form. Those laws may
impair the ability to own, transfer or pledge beneficial interests in global
securities.

So long as the depositary for a global security, or its nominee, is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Except as described below, owners of beneficial interests in a
global security will not be entitled to have the securities represented by a
global security registered in their names, will not receive or be entitled to
receive physical delivery of their securities in definitive form and will not
be considered the owners or holders of the securities under the applicable
indenture. Accordingly, each person owning a beneficial interest in a global
security must rely on the procedures of the depositary for that global security
and, if that person is not a participant, on the procedures of the participant
through which that person owns its interest, to exercise any rights of a holder
under the applicable indenture. We understand that under existing industry
practices, if we request any action of holders or if an owner of a beneficial
interest in a global security desires to give or take any action which a holder
is entitled to give or take under the applicable indenture, the depositary for
that global security would authorize the participants holding the relevant
beneficial interests to give or take that action, and those participants would
authorize beneficial owners owning through those participants to give or take
that action or would otherwise act upon the instructions of beneficial owners
holding through them.

Payments of principal, premium, if any, and interest, if any, on debt
securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the global security. We and the
trustees or any of our or their agents will not have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global security or for maintaining,
supervising or reviewing any records relating to those beneficial ownership
interests.

We expect that the depositary for any debt

12

securities represented by a global security, upon receipt of any payment of
principal, premium, interest or other distribution of underlying securities or
commodities to holders in respect of the global security, will immediately
credit participants' accounts in amounts proportionate to their respective
beneficial interests in the global security as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in the global security held through those participants
will be governed by standing customer instructions and customary practices, as
is now the case with the securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
those participants.

DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York banking law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934. DTC was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or representatives of which) are also owners of DTC. Access to DTC's
book-entry systems is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.

If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Exchange Act, and we do not appoint a
successor depositary registered as a clearing agency under the Exchange Act
within 90 days, we will issue the debt securities in definitive form in
exchange for that global security. We will also issue debt securities of any
series in definitive form in exchange for the global securities representing
the securities of that series if any event occurs and is continuing which,
after notice or lapse of time, or both, would become an event of default with
respect to the securities of that series. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or more global securities and, in that event, will
issue debt securities of that series in definitive form in exchange for all of
the global security or securities representing those debt securities. Any
securities issued in definitive form in exchange for a global security will be
registered in such name or names as the depositary will instruct the relevant
trustee. We expect that those instructions will be based upon directions
received by the depositary from participants with respect to ownership of
beneficial interests in the global security.

DESCRIPTION OF PREFERRED STOCK AND PREFERENCE STOCK

The following description of the material terms of our preferred stock and
preference stock is based on the provisions of our restated certificate of
incorporation, as amended. For more information as to how you can obtain a
current copy of our restated certificate of incorporation, see "Where You Can
Find More Information."

Our restated certificate of incorporation, as amended, authorizes the
issuance of 600,000 shares of cumulative preferred stock, par value $50.00 per
share, 5,000,000 shares of preference stock, without par value, and 480,000,000
shares of common stock, par value $1.00 per share.

Preferred Stock

We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions, for each series of preferred stock that may be
issued and to fix the number of shares of each series.

At August 31, 2001, there were 488 shares of our 4% Convertible Cumulative
Preferred Stock outstanding. Each share of our outstanding 4% preferred stock
is entitled to cumulative dividends at the rate of $2 per year, can be redeemed
at our option, in whole or in part at any time, at a price of $50 per share,

13

plus dividends accrued to the redemption date, and is convertible into 24.24
shares of our common stock, subject to anti-dilution adjustment.

Dividends. Holders of preferred shares of each series will be entitled to
receive, when and as declared by our board of directors out of funds legally
available for the payment of dividends, cumulative dividends at the rate
determined by our board of directors for that series, and no more. Dividends on
the preferred shares will accrue from the date fixed by our board of directors
for that series. Unless we have declared and paid in full all dividends payable
on all of our outstanding preferred shares for the current period and all prior
periods, we will not be allowed to make any dividend payments on any class of
stock that is subordinate to our preferred shares and we will not be allowed to
redeem or otherwise repurchase any shares of any class of stock which ranks
equally with or subordinate to our preferred shares.

Accrued and unpaid dividends on the preferred shares will not bear
interest.

Redemption. The terms, if any, on which preferred shares of any series may
be redeemed will be described in a prospectus supplement.

If we decide to redeem fewer than all of the outstanding preferred shares
of any series, we will determine the method of selecting which shares to
redeem.

Conversion or Exchange Rights. The prospectus supplement relating to any
series of preferred stock that is convertible or exchangeable will state the
terms on which shares of that series are convertible into or exchangeable for
shares of common or preference stock or another series of preferred stock of
Pitney Bowes or securities of any third party.

Liquidation. In the event of our voluntary or involuntary liquidation,
before any distribution of assets will be made to the holders of any class of
shares ranking subordinate to the preferred shares as to assets, the holders of
the preferred shares of each series will be entitled to receive out of our
assets available for distribution to our shareholders the sum of the par value
for that series and all accrued and unpaid dividends on those shares. In the
event of a voluntary liquidation, the holders of preferred shares also will
receive the premium, if any, assigned to that series. The holders of all series
of preferred shares are entitled to share ratably, in accordance with the
respective amounts payable on their shares, in any distribution upon
liquidation which is not sufficient to pay in full the aggregate amounts
payable on all of those shares. After payment in full of the liquidation price
of the preferred shares, the holders of those shares will not be entitled to
any further participation in any distribution of our assets. Neither the
consolidation or merger of Pitney Bowes with or into any other corporation or
corporations, nor the merger or consolidation of any other corporation into and
with Pitney Bowes, will be deemed to be a voluntary or involuntary liquidation
if the transaction is consented to by the holders of 66 2/3% of the outstanding
preferred shares. However, the sale, exchange or transfer of all or
substantially all of the assets of Pitney Bowes will be deemed a voluntary
liquidation of Pitney Bowes for purposes of payment of the liquidation price of
the preferred shares.

Voting. The preferred shares of a series will not be entitled to vote,
except as provided below or in the applicable prospectus supplement unless
required by applicable law. Unless otherwise indicated in the prospectus
supplement relating to a series of preferred shares, each share of a series
will be entitled to one vote on matters on which holders of that series are
entitled to vote. However, we may not alter certain rights and preferences of
the preferred shares without the affirmative vote of the holders of at least
two-thirds of the affected outstanding preferred shares, voting as a class. In
addition, whenever dividends on the preferred shares are in arrears in an
aggregate amount equal to six quarterly dividend periods or we fail to retire
or repurchase any shares of preferred stock that we are obligated to retire or
repurchase, then the holders of all series of outstanding preferred shares,
voting as a class, will be entitled to elect one-third of the total number of
directors, but not less than three directors. We may not increase the amount of
preferred shares or authorize or create any shares of any other class of stock
ranking equal to the preferred shares as to dividends or assets or otherwise
without the consent of the holders of at least a majority of all the
outstanding preferred shares, voting as a class.

Preference Stock

We may issue preference stock from time to time in one or more series,
without stockholder approval. The preference shares rank as to dividends and
assets junior to the preferred shares but senior to the common stock and to any
other capital stock of Pitney Bowes that we may authorize in the future, other
than capital stock that ranks senior or equal to the preference shares and that
is authorized as described below under

14

"-Voting". Each series of preference shares will rank equally to each other
series of preference shares as to dividends and assets, unless the prospectus
supplement relating to a particular series of preference shares states that the
shares of that series rank junior to the other series of preference shares as
to dividends or assets or both.

Subject to the limitations prescribed by law, our board of directors is
authorized to determine the voting powers, if any, designations and powers,
preferences and rights, and the qualifications, limitations or restrictions for
each series of preference stock that may be issued and to fix the number of
shares of each series.

At August 31, 2001, there were 59,774 shares of $2.12 Convertible
Preference Stock outstanding. Each share of our outstanding $2.12 preference
stock is entitled to cumulative dividends at the rate of $2.12 per year, can be
redeemed at our option, in whole or in part at any time, at a price of $28 per
share, plus dividends accrued to the redemption date, and is convertible into
16 shares of our common stock, subject to anti-dilution adjustment.

Dividends. Holders of preference shares of each series will be entitled to
receive, when and as declared by our board of directors out of funds legally
available for the payment of dividends, cumulative dividends at the rate
determined by our board of directors for that series, and no more. Dividends on
the preference shares will accrue from the date fixed by our board of directors
for that series. Because the preference shares rank junior to the preferred
shares, unless we have declared and paid in full all dividends payable on all
of our outstanding preferred shares for the current period and all prior
periods, we will not be allowed to make any dividend payments on the preference
shares and we will not be able to redeem or repurchase any preference shares.
We will also not be allowed to make any dividend payment on any series of
preference shares unless at the same time we pay dividends, in the same
proportion to the preferential dividend rates, for each other series of
preference shares ranking equally with that series. In addition, unless we have
paid in full all dividends payable on all of our outstanding preference shares
for the current period and all prior periods, we will not be allowed to make
any dividend payments on any class of stock that is subordinate to our
preference shares and we will not be allowed to redeem or otherwise repurchase
any shares of any class of stock which ranks equally with or subordinate to our
preference shares.

Redemption. The terms, if any, on which preference shares of any series
may be redeemed will be described in a prospectus supplement.

If we decide to redeem fewer than all of the outstanding preference shares
of any series, we will determine the method of selecting which shares to
redeem.

Conversion or Exchange Rights. The prospectus supplement relating to any
series of preference stock that is convertible or exchangeable will state the
terms on which shares of that series are convertible into or exchangeable for
shares of common stock or another series of preference stock of Pitney Bowes or
securities of any third party.

Liquidation. In the event of our voluntary or involuntary liquidation,
before any distribution of assets is made to the holders of any class of shares
ranking as to assets subordinate to the preference shares, the holders of the
preference shares of each series will be entitled to receive out of our assets
available for distribution to our shareholders the preferential amount, in
cash, that will be determined by our board of directors for that series when
that series is established and all accrued and unpaid dividends on those
shares, but the holders of the preference shares will not be entitled to
receive the liquidation price of their shares until the liquidation price of
the preferred shares outstanding at the time has been paid in full. The holders
of all series of preference shares are entitled to share ratably, in accordance
with the respective amounts payable on their shares, in any distribution upon
liquidation which is not sufficient to pay in full the aggregate amounts
payable on those shares, except to the extent that the prospectus supplement
relating to a particular series of preference shares states that the shares of
that series rank junior to the other series of preference shares as to
dividends or assets. After payment in full of the liquidation price of the
preference shares, the holders of those shares will not be entitled to any
further participation in any distribution of our assets.

Voting. The preference shares of a series will not be entitled to vote,
except as provided below or in the applicable prospectus supplement and as
required by applicable law. Unless otherwise indicated in the prospectus
supplement relating to a series of preference shares, each share of a series
will be entitled to one vote on matters on which holders of that series are
entitled to vote. Notwithstanding the foregoing, we may not create, authorize
or increase the authorized amount of any class

15

of stock having preference or priority as to dividends or assets over the
preference shares without the affirmative vote of the holders of at least
two-thirds of the preference shares, irrespective of series. We may not
increase the authorized amount of preference stock or of any previously
authorized class of stock ranking equally with the preference stock as to
dividends or assets, or authorize or create any class of stock ranking equally
with the preference stock as to dividends or assets, without the consent of the
holders of a majority of the outstanding preference shares, irrespective of
series. Whenever dividends on the preference shares are in arrears in an
aggregate amount equal to six quarterly dividend periods, then the holders of
preference shares, voting as a class, will be entitled to elect two directors.

DESCRIPTION OF COMMON STOCK

The following description of the material terms of our common stock is
based on the provisions of our restated certificate of incorporation, as
amended. For more information as to how you can obtain a current copy of our
restated certificate of incorporation, see "Where You Can Find More
Information".

We do not intend to offer common stock directly with this prospectus. We
may issue debt securities or preferred or preference stock under this
prospectus that are convertible into Pitney Bowes' common stock. If a series of
securities is convertible into common stock, the prospectus supplement will
state the initial conversion price per share at which the securities may be
converted.

Subject to the rights of the holders of any of our preferred stock or
preference stock then outstanding, holders of common stock are entitled to one
vote per share on matters to be voted on by our stockholders and to receive
dividends, if any, when declared from time to time by our board of directors in
its discretion out of legally available funds. Upon our liquidation or
dissolution, holders of common stock are entitled to receive proportionately
all assets remaining after payment of all liabilities and liquidation
preference on any shares of preferred stock or preference stock outstanding at
the time. Holders of common stock have no preemptive or other subscription
rights other than the rights described below under "- Stockholder Rights
Agreement", and there are no conversion rights or redemption or sinking fund
provisions with respect to common stock. As of August 31, 2001, there were
approximately 244,829,461 shares of our common stock outstanding, net of
78,508,451 shares of treasury stock, and approximately 18,772,315 shares
reserved for issuance upon exercise of outstanding stock options and conversion
of our 4% preferred shares and $2.12 preference shares. All of our outstanding
common stock is fully paid and non-assessable, which means that the holders
have paid their purchase price in full and we may not ask them for additional
funds, and all of the shares of common stock that may be offered with this
prospectus will be fully paid and non-assessable when issued.

The transfer agent and registrar for our common stock is First Chicago
Trust Company of New York, a division of Equiserve LP.

Our common stock is listed on the New York Stock Exchange under the ticker
symbol "PBI".

Stockholder Rights Agreement

On December 11, 1995, we entered into a stockholder rights agreement. The
material provisions of that rights agreement are summarized below. However,
since the terms of our rights agreement are complex, this summary may not
contain all of the information that is important to you. For more information,
you should read the agreement, which is filed as an exhibit with the SEC. See
"Where You Can Find More Information" for information on how to obtain a copy.

Our rights agreement currently provides that each share of our outstanding
common stock has one right to purchase one-two-hundredth of a share of our
Series A Junior Participating Preference Stock. The purchase price per
one-two-hundredth of a share of preference stock under the stockholder rights
agreement is $97.50. The rights are not exercisable until they separate from
the common stock, as described below.

Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock, but the rights will be
represented by separate certificates on the day 10 days after someone acquires
at least 20% of our common stock, or approximately 10 days after someone
commences a tender offer for at least 20% of our outstanding common stock.

16

After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All
shares of our common stock issued prior to the date the rights separate from
the common stock have been and will be issued with the rights attached. Until
the rights separate from the common stock, each right will be transferable only
with the related share of common stock. The rights will expire on February 20,
2006 unless we redeem or exchange them earlier.

If an acquiring person obtains or has the right to obtain at least 20% of
our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to purchase for $97.50 a
number of shares of our common stock having a then current market value of
$195.00.

If an acquiring person obtains or has the right to obtain at least 20% of
our common stock, then each right will entitle the holder to purchase for
$97.50 a number of shares of common stock of the acquiring person having a then
current market value of $195.00 if any of the following occurs:

o    we merge into another entity;

o    an acquiring entity merges into us; or

o    we sell 50% or more of our assets or earning power.

Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 20% of our outstanding common stock will be null
and void.

Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 20% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part
of the then outstanding and exercisable rights for shares of our common stock,
at an exchange ratio of one share of common stock or one two-hundredth of a
share of Series A Junior Participating Preference Stock per right.

Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.005 per right, subject to adjustment, prior
to the earlier of (1) the time that an acquiring person obtains 20% or more of
our outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights, and the only
right of the holders of the rights will be to receive the redemption price.

Holders of rights will have no rights as stockholders, such as the right
to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.

For so long as the rights are redeemable, we may amend the rights
agreement in any respect. At any time when the rights are no longer redeemable,
we may amend the rights in any respect that does not adversely affect the
holders of rights.

Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders.

Limitation of Liability and Indemnification Matters

Our certificate of incorporation provides that a director of Pitney Bowes
will not be liable to Pitney Bowes or its stockholders for monetary damages for
breach of fiduciary duty as a director, except in certain cases where liability
is mandated by the Delaware General Corporation Law.

Our certificate of incorporation also provides for indemnification, to the
fullest extent permitted by the Delaware General Corporation Law, of any person
made or threatened to be made a party to any action, suit or proceeding by
reason of the fact that the person is or was a director or officer of Pitney
Bowes, or, at the request of Pitney Bowes, serves or served as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, against all expense, liability and loss
(including attorneys' fees, judgments, fines, Employee Retirement Income
Security Act excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by that person in connection with
the action, suit or proceeding. Our certificate of incorporation also provides
that, to the extent

17

authorized from time to time by our board of directors, Pitney Bowes may
provide to employees and other agents of Pitney Bowes rights of indemnification
and to receive payment or reimbursement of expenses, including attorneys' fees,
that are similar to the rights conferred by the certificate of incorporation on
directors and officers of Pitney Bowes or persons serving at the request of
Pitney Bowes as directors, officers, employees or agents of any other
enterprise.

Section 203 of the Delaware General Corporation
Law

Section 203 of the Delaware General Corporation Law applies to Pitney
Bowes. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a "business combination" with an "interested stockholder", as
defined in Section 203, for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes a merger, asset sale or a transaction resulting in a
financial benefit to the interested stockholder. An "interested stockholder",
as defined in Section 203, is a person who, together with affiliates and
associates, owns (or, in certain cases, within the preceding three years, did
own) 15% or more of the corporation's outstanding voting stock. Under Section
203, a business combination between Pitney Bowes and an interested stockholder
is prohibited unless it satisfies one of the following conditions:

o    before the stockholder became an interested stockholder, the board of
directors of Pitney Bowes must have approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder;

o    upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of Pitney Bowes outstanding at the
time the transaction commenced, excluding, for purposes of
determining the number of shares outstanding, shares owned by persons
who are directors and officers; or

o    the business combination is approved by the board of directors of
Pitney Bowes and authorized at an annual or special meeting of the
stockholders by the affirmative vote of at least 66 2/3 % of the
outstanding voting stock which is not owned by the interested
stockholder.

See also "-Certain Anti-Takeover Matters-Vote Required for Certain
Business Combinations" below for information about provisions in our
certificate of incorporation that impose requirements similar to those of
Section 203.

Certain Anti-Takeover Matters

Our certificate of incorporation and by-laws include a number of
provisions that may have the effect of encouraging persons considering
unsolicited tender offers or other unilateral takeover proposals to negotiate
with our board of directors rather than pursue non-negotiated takeover
attempts. These provisions include:

Vote Required for Certain Business Combinations. Our certificate of
incorporation generally requires the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding shares of capital stock
of Pitney Bowes entitled to vote generally in the election of directors, which
we call "voting stock", voting together as a single class, in addition to any
other affirmative vote required by law or the certificate of incorporation, to
approve:

o    any merger or consolidation of Pitney Bowes or any of its
subsidiaries with an "interested stockholder", as defined in the
certificate of incorporation and described below, or any other
corporation which is, or after the merger or consolidation would be,
an affiliate of an interested stockholder;

o    any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with any interested stockholder or any affiliate of
any interested stockholder of any assets of Pitney Bowes or any of
its subsidiaries having an aggregate fair market value of $50,000,000
or more;

o    the issuance or transfer by Pitney Bowes or any of its subsidiaries
of any securities of Pitney Bowes or any of its subsidiaries to any
interested stockholder or any affiliate of any interested stockholder
in exchange for cash, securities or other property having an
aggregate fair market value of $50,000,000 or more;

18

o    the adoption of any plan or proposal for the liquidation or
dissolution of Pitney Bowes proposed by or on behalf of an interested
stockholder or any affiliate of any interested stockholder; or

o    any reclassification of securities or recapitalization of Pitney
Bowes, or any merger or consolidation of Pitney Bowes with any of its
subsidiaries or any other transaction which has the effect of
increasing the proportionate share of the outstanding shares of any
class of equity or convertible securities of Pitney Bowes or any of
its subsidiaries which is directly or indirectly owned by any
interested stockholder or any affiliate of any interested
stockholder.

An "interested stockholder" means any person, other than Pitney Bowes or
any of its subsidiaries, who or which:

o    beneficially owns, directly or indirectly, more than 20% of the
voting power of the outstanding shares of voting stock;

o    is an affiliate of Pitney Bowes and at any time within the two-year
period immediately before the date in question beneficially owned,
directly or indirectly, 20% or more of the voting power of the then
outstanding voting stock; or

o    is the assignee of any shares of voting stock which were at any time
within the two-year period immediately before the date in question
beneficially owned by an interested stockholder, if the assignment of
those shares occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of
the Securities Act of 1933.

The special voting requirement described above will not apply to a
transaction of any of the kinds described above, and that transaction will
require only any affirmative vote that is required by law and any other
provisions of our certificate of incorporation, if either:

o    a majority of our "disinterested directors" approve the transaction;
"disinterested director" means any director who is unaffiliated with
the interested stockholder and was a member of the board of directors
before the interested stockholder became an interested stockholder,
and any successor of a disinterested director who is unaffiliated
with the interested stockholder and is recommended to succeed the
disinterested director by a majority of disinterested directors then
on the board; or

o    all of the following conditions are met:

-    the aggregate amount of the cash and the fair market value as of
the date of consummation of the transaction of consideration
other than cash to be received per share by holders of common
stock in the transaction is at least equal to the higher of the
following: (a) the highest per share price paid by the
interested stockholder for any shares of common stock acquired
by it within the two-year period immediately before the first
public announcement of the proposal of the transaction, which we
call the "announcement date", or in the transaction in which it
became an interested stockholder, whichever is higher, and (b)
the fair market value per share of common stock on the
announcement date or the date on which the interested
stockholder became an interested stockholder, whichever is
higher;

-    the aggregate amount of the cash and the fair market value as of
the date of consummation of the transaction of consideration
other than cash to be received per share by holders of shares of
any other class of outstanding voting stock is at least equal to
the highest of the following: (a) the highest per share price
paid by the interested stockholder for any shares of that class
of voting stock acquired by it within the two-year period
immediately before the announcement date or in the transaction
in which it became an interested stockholder, whichever is
higher; (b) the highest preferential amount per share to which
the holders of shares of that class of voting stock are entitled
upon any voluntary or involuntary liquidation,

19

dissolution or winding up of Pitney Bowes; and (c) the fair
market value per share of that class of voting stock on the
announcement date or the date on which the interested
stockholder became an interested stockholder, whichever is
higher;

-    the consideration to be received by holders of a particular
class of outstanding voting stock will be in cash or in the same
form as the interested stockholder has previously paid for
shares of that class of voting stock; if the interested
stockholder has paid for shares of any class of voting stock
with varying forms of consideration, the consideration for that
class will be either cash or the form used to acquire the
largest number of shares of that class previously acquired by
it;

-    after the interested stockholder has become an interested
stockholder and before the consummation of the transaction: (a)
except as approved by a majority of the disinterested directors,
Pitney Bowes has not failed to declare and pay at the regular
date any full quarterly dividends on the outstanding preferred
stock or preference stock; (b) except as approved by a majority
of the disinterested directors, Pitney Bowes has not reduced the
annual rate of dividends on the common stock or failed to
increase that rate to reflect any reclassification of the
outstanding shares of common stock, including any reverse stock
split; (c) the interested stockholder has not become the
beneficial owner of any additional shares of voting stock except
as part of the transaction which results in the interested
stockholder becoming an interested stockholder;

-    after the interested stockholder has become an interested
stockholder, the interested stockholder has not received the
benefit, except proportionately as a stockholder, of any loans,
advances, guarantees, pledges or other financial assistance or
any tax credits or other tax advantages provided by Pitney
Bowes; and

-    a proxy or information statement describing the proposed
transaction and complying with the requirements of the Exchange
Act and the rules and regulations under that Act has been mailed
to public stockholders of Pitney Bowes at least 30 days before
the consummation of the transaction, whether or not the proxy or
information statement is required to be mailed under that Act.

Classified Board of Directors. Our certificate of incorporation provides
for a board of directors divided into three classes, with one class to be
elected each year to serve for a three-year term. As a result, at least two
annual meetings of stockholders may be required for the stockholders to change
a majority of our board of directors. In addition, the stockholders of Pitney
Bowes can only remove directors, with or without cause, by the affirmative vote
of the holders of at least 80% of the outstanding shares of voting stock,
voting together as a single class. Except to the extent that the holders of
preferred stock and preference stock have the right to fill vacancies on the
board of directors in some circumstances, vacancies on our board of directors
may be filled only by our board of directors. The classification of directors
and the inability of stockholders to remove directors without the vote of at
least 80% of the outstanding shares of voting stock or to fill vacancies on the
board of directors make it more difficult to change the composition of our
board of directors, but promote a continuity of existing management.

Advance Notice Requirements. Our by-laws establish advance notice
procedures with regard to stockholder proposals relating to the nomination of
candidates for election as directors or other business to be brought before
meetings of stockholders of Pitney Bowes. These procedures provide that notice
of stockholder proposals of these kinds must be timely given in writing to the
Secretary of Pitney Bowes before the meeting at which the action is to be
taken. Generally, to be timely, notice of stockholder proposals other than
nomination of director candidates must be received at the principal executive
offices of Pitney Bowes not less than 90 days before an annual meeting at which
the proposals are to be presented, and notice of stockholder nominations of
director candidates to be presented at an annual or special meeting must be
received not later than (1) 90 days before the annual

20

meeting or (2) the close of business on the seventh day following the date on
which notice of the special meeting is first given to stockholders, as
applicable. The notice must contain certain information specified in the
by-laws.

No Ability of Stockholders to Call Special Meetings. Our certificate of
incorporation and by-laws deny stockholders the right to call a special meeting
of stockholders, except to the extent that holders of preferred stock or
preference stock have the right to call a special meeting in some
circumstances. Our certificate of incorporation and by-laws provide that,
except to that extent, only the board of directors may call special meetings of
the stockholders.

No Written Consent of Stockholders. Our certificate of incorporation
requires all stockholder actions to be taken by a vote of the stockholders at
an annual or special meeting, and does not permit our stockholders to act by
written consent without a meeting.

Amendment of By-Laws and Certificate of Incorporation. Our certificate of
incorporation requires the approval of not less than 80% of the voting power of
all outstanding shares of voting stock, voting as a single class, to amend any
of the provisions of the certificate of incorporation and by-laws described in
this section. Those provisions make it more difficult to dilute the
anti-takeover effects of our by-laws and our certificate of incorporation.

Blank Check Preferred and Preference Stock. Our certificate of
incorporation provides for 600,000 authorized shares of preferred stock and
5,000,000 authorized shares of preference stock. The existence of authorized
but unissued shares of preferred and preference stock may enable the board of
directors to render more difficult or to discourage an attempt to obtain
control of Pitney Bowes by means of a merger, tender offer, proxy contest or
otherwise. For example, if in the due exercise of its fiduciary obligations,
the board of directors were to determine that a takeover proposal is not in the
best interests of Pitney Bowes, the board of directors could cause shares of
preferred or preference stock to be issued without stockholder approval in one
or more private offerings or other transactions that might dilute the voting or
other rights of the proposed acquiror or insurgent stockholder or stockholder
group. In this regard, the certificate of incorporation grants our board of
directors broad power to establish the rights and preferences of authorized and
unissued shares of preferred and preference stock. The issuance of shares of
preferred or preference stock could decrease the amount of earnings and assets
available for distribution to holders of shares of common stock. The issuance
may also adversely affect the rights and powers, including voting rights, of
those holders and may have the effect of delaying, deterring or preventing a
change in control of Pitney Bowes.

DESCRIPTION OF DEPOSITARY SHARES

We may, at our option, elect to offer fractional shares of preferred stock
or preference stock, rather than full shares of preferred stock or preference
stock. If we exercise this option, we will issue to the public receipts for
depositary shares, and each of these depositary shares will represent a
fraction (to be set forth in the applicable prospectus supplement) of a share
of a particular series of preferred stock or preference stock.

The shares of any series of preferred stock or preference stock underlying
the depositary shares will be deposited under a deposit agreement between us
and a bank or trust company selected by us. The depositary will have its
principal office in the United States and a combined capital and surplus of at
least $50,000,000. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fraction
of a share of preferred stock or preference stock underlying the depositary
share, to all the rights and preferences of the preferred stock or preference
stock underlying that depositary share. Those rights may include dividend,
voting, redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued
under a deposit agreement. Depositary receipts will be distributed to those
persons purchasing the fractional shares of preferred stock or preference stock
underlying the depositary shares, in accordance with the terms of the offering.
The following description of the material terms of the deposit agreement, the
depositary shares and the depositary receipts is only a summary and you should
refer to the forms of the deposit agreement and depositary receipts that will
be filed with the SEC in

21

connection with the offering of the specific depositary shares.

Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts entitle their holders to
all the rights of definitive depositary receipts. Temporary depositary receipts
will then be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions. The depositary will distribute all cash
dividends or other cash distributions received with respect to the underlying
stock to the record holders of depositary shares in proportion to the number of
depositary shares owned by those holders.

If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the
depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the applicable holders.

Withdrawal of Underlying Preferred or Preference Stock. Unless we say
otherwise in a prospectus supplement, holders may surrender depositary receipts
at the principal office of the depositary and, upon payment of any unpaid
amount due to the depositary, be entitled to receive the number of whole shares
of underlying preferred or preference stock and all money and other property
represented by the related depositary shares. We will not issue any partial
shares of preferred or preference stock. If the holder delivers depositary
receipts evidencing a number of depositary shares that represent more than a
whole number of shares of preferred or preference stock, the depositary will
issue a new depositary receipt evidencing the excess number of depositary
shares to that holder.

Redemption of Depositary Shares. If a series of preferred stock or
preference stock represented by depositary shares is subject to redemption, the
depositary shares will be redeemed from the proceeds received by the depositary
resulting from the redemption, in whole or in part, of that series of
underlying stock held by the depositary. The redemption price per depositary
share will be equal to the applicable fraction of the redemption price per
share payable with respect to that series of underlying stock. Whenever we
redeem shares of underlying stock that are held by the depositary, the
depositary will redeem, as of the same redemption date, the number of
depositary shares representing the shares of underlying stock so redeemed. If
fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or proportionately, as may be determined
by the depositary.

Voting. Upon receipt of notice of any meeting at which the holders of the
underlying stock are entitled to vote, the depositary will mail the information
contained in the notice to the record holders of the depositary shares
underlying the preferred stock or preference stock. Each record holder of the
depositary shares on the record date (which will be the same date as the record
date for the underlying stock) will be entitled to instruct the depositary as
to the exercise of the voting rights pertaining to the amount of the underlying
stock represented by that holder's depositary shares. The depositary will then
try, as far as practicable, to vote the number of shares of preferred stock or
preference stock underlying those depositary shares in accordance with those
instructions, and we will agree to take all actions which may be deemed
necessary by the depositary to enable the depositary to do so. The depositary
will not vote the underlying shares to the extent it does not receive specific
instructions from the holders of depositary shares underlying the preferred
stock or preference stock.

Conversion of Preferred or Preference Stock. If the prospectus supplement
relating to the depositary shares says that the deposited preferred or
preference stock is convertible into or exchangeable for common stock or
preferred or preference stock of another series of Pitney Bowes or securities
of any third party, the following will apply. The depositary shares, as such,
will not be convertible into or exchangeable for any securities of Pitney Bowes
or any third party. Rather, any holder of the depositary shares may surrender
the related depositary receipts to the depositary with written instructions to
instruct us to cause conversion or exchange of the preferred or preference
stock represented by the depositary shares into or for whole shares of common
stock or shares of another series of preferred or preference stock of Pitney
Bowes or securities of the relevant third party, as applicable. Upon receipt of
those instructions and any amounts payable by the holder in connection with the
conversion or exchange, we will cause the conversion or exchange using the same
procedures as those provided for

22

conversion or exchange of the deposited preferred or preference stock. If only
some of the depositary shares are to be converted or exchanged, a new
depositary receipt or receipts will be issued for any depositary shares not to
be converted or exchanged.

Amendment and Termination of the Depositary Agreement. The form of
depositary receipt evidencing the depositary shares and any provision of the
deposit agreement may at any time be amended by agreement between us and the
depositary. However, any amendment which materially and adversely alters the
rights of the holders of depositary shares will not be effective unless the
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
us or by the depositary only if (a) all outstanding depositary shares have been
redeemed or converted or exchanged for any other securities into which the
underlying preferred or preference stock is convertible or exchangeable or (b)
there has been a final distribution of the underlying stock in connection with
our liquidation, dissolution or winding up and the underlying stock has been
distributed to the holders of depositary receipts.

Charges of Depositary. We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the depositary in connection with the
initial deposit of the underlying stock and any redemption of the underlying
stock. Holders of depositary receipts will pay other transfer and other taxes
and governmental charges and those other charges, including a fee for any
permitted withdrawal of shares of underlying stock upon surrender of depositary
receipts, as are expressly provided in the deposit agreement to be for their
accounts.

Reports. The depositary will forward to holders of depositary receipts all
reports and communications from us that we deliver to the depositary and that
we are required to furnish to the holders of the underlying stock.

Limitation on Liability. Neither we nor the depositary will be liable if
either of us is prevented or delayed by law or any circumstance beyond our
control in performing our respective obligations under the deposit agreement.
Our obligations and those of the depositary will be limited to performance in
good faith of our respective duties under the deposit agreement. Neither we nor
the depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or underlying stock unless satisfactory
indemnity is furnished. We and the depositary may rely upon written advice of
counsel or accountants, or upon information provided by persons presenting
underlying stock for deposit, holders of depositary receipts or other persons
believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary. The depositary may resign at any
time by delivering notice to us of its election to resign. We may remove the
depositary at any time. Any resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of the appointment.
The successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.

23

PLAN OF DISTRIBUTION

We may sell the securities being offered by this prospectus in four ways:

o    directly to purchasers;

o    through agents;

o    through underwriters; and

o    through dealers.

We may directly solicit offers to purchase our securities or we may
designate agents to solicit offers to purchase those securities. We will, in
the prospectus supplement relating to an offering, name any agent that could be
viewed as an underwriter under the Securities Act of 1933 and describe any
commissions we must pay. Any agent will be acting on a best efforts basis for
the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business.

As one of the means of direct issuance of securities, we may utilize the
services of any available electronic auction system to conduct an electronic
'dutch auction' of the offered securities among potential purchasers who are
eligible to participate in the auction of those offered securities, if so
described in the prospectus supplement.

If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to that offering their names and the terms of
our agreement with them.

If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell those securities to the dealer, as
principal. The dealer may then resell those securities to the public at varying
prices to be determined by such dealer at the time of resale.

Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities or to contribution in respect of those
liabilities, including liabilities under the Securities Act of 1933.
Remarketing firms, agents, underwriters and dealers may be customers of or
engage in transactions with or perform services for us in the ordinary course
of business.

If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement under delayed
delivery contracts providing for payment and delivery on a specified date in
the future. These contracts will be subject to only those conditions described
in the prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of those offers.

Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.

VALIDITY OF THE SECURITIES

Unless otherwise specified in a prospectus supplement, the validity of the
securities in respect of which this prospectus is being delivered will be
passed on for us by Sara E. Moss, Esq., Senior Vice President and General
Counsel of Pitney Bowes, and by Davis Polk & Wardwell, 450 Lexington Avenue,
New York, New York 10017, and, for the underwriters or agents by Sullivan &
Cromwell, 125 Broad Street, New York, New York 10004.

24

EXPERTS

The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Pitney Bowes Inc. for the year ended December
31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of the forms of our senior
and subordinated indentures. Our descriptions in this prospectus of the
provisions of documents filed as exhibits to the registration statement or
otherwise filed with the SEC are only summaries of the documents' material
terms. If you want to review any of these documents, you should obtain the
documents by following the procedures described in the paragraph below.

We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1- 800-SEC-0330 for further information on the Public
Reference Room. You may also read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's web
site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we can disclose important information to you
by referring you directly to those publicly available documents. The
information incorporated by reference is considered to be part of this
prospectus. In addition, information we file with the SEC in the future will
automatically update and supersede information contained in this prospectus and
the accompanying prospectus supplement.

We incorporate by reference the documents listed below and any filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of the initial registration statement and before the
effectiveness of the registration statement and after the effectiveness of the
registration statement until we sell all of the securities we are offering with
this prospectus:

o    Our Annual Report on Form 10-K for the year ended December 31, 2000
(which incorporates by reference portions of our proxy statement
dated March 23, 2001).

o    Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 and June 30, 2001.

o    Our Current Reports on Form 8-K filed February 1, 2001, February 8,
2001, April 13, 2001, April 18, 2001, April 19, 2001 (two reports),
May 17, 2001, June 5, 2001 (two reports), June 15, 2001, July 2,
2001, July 3, 2001, July 19, 2001 and October 23, 2001.

o    Our Form 8-A filed February 16, 1996 and Form 8-A/A filed January 16,
1998.

You may obtain free copies of any of these documents by writing or
telephoning us at Pitney Bowes Inc., World Headquarters, One Elmcroft Road,
Stamford, Connecticut, 06926-0700, telephone (203) 356-5000.

25

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee....................$ 500,000
Trustee's Fees and Expenses............................................   15,000
Printing and Engraving Expenses........................................   20,000
Rating Agency Fees.....................................................  100,000
Accounting Fees and Expenses...........................................   30,000
Legal Fees and Expenses................................................   50,000
Blue Sky Fees and Expenses.............................................    5,000
Miscellaneous Expenses.................................................    5,000
-----
Total..............................................................$ 725,000
=========
-------------------
The above items are estimates except the registration fee.

Item 15.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law allows for
indemnification of any person who has been made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was serving as a director, officer, employee or agent of
the registrant or by reason of the fact that he or she is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. In certain
circumstances, indemnity may be provided against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement if the person acted in
good faith and in the manner reasonably believed by him to be in, or not
opposed to, the best interests of the registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In any proceeding by or in the right of the registrant, no
indemnification may be made if the person is found to be liable to the
corporation, unless and only to the extent the court in which the proceeding is
brought or the Delaware Court of Chancery orders such indemnification.

Section 102(b)(7) of the Delaware General Corporation Law provides that a
certificate of incorporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation includes a
provision limiting such liability.

The Restated Certificate of Incorporation of the Company provides that
each person who was or is made a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Company to provide broader

II-1

indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. Such right to
indemnification is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Company of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to such
indemnity.

The foregoing statements are specifically made subject to the detailed
provisions of the Delaware General Corporation Law and the Restated Certificate
of Incorporation of the Company.

The Company has a directors and officers liability insurance policy that
will reimburse the Company for any payments that it shall make to directors and
officers pursuant to law or the indemnification provisions of its Restated
Certificate of Incorporation and that will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and expenses and
settlements and judgments arising from any proceeding involving any director or
officer of the Company in his or her past or present capacity as such, and for
which he may be liable, except as to any liabilities arising from acts that are
deemed to be uninsurable.

The provisions contained in the Underwriting Agreements and Distribution
Agreement pursuant to which the Company agrees to indemnify underwriters and
agents, as the case may be, and each person, if any, who controls any
underwriters or agents and filed or to be filed as part of Exhibits 1.1, 1.2
and 1.3, are incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

Item 16. Exhibits (Numbered in accordance with Item 601 of Regulation S-K).

Status or
Reg. S-K                                                                                    Incorporation
Exhibits                                Description                                          by Reference
--------                                -----------                                          ------------

1.1  Form of Underwriting Agreement for debt securities (incorporated by
reference to Exhibit 1(a) to Form S-3 as filed with the Commission on
April 29, 1998 (Commission file number 333-51281))
1.2  Form of Distribution Agreement*
1.3  Form of Underwriting Agreement for preferred stock, preference stock and
depositary shares*
2.1  Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(a)(i) to Form 10-Q as filed with the Commission on August 14,
1996 (Commission file number 001- 03579))
2.2  Certificate of Amendment to the Restated Certificate of Incorporation, as
amended December 18, 1997 (incorporated by reference to Exhibit (a.1) to
Form 10-K as filed with the Commission on March 27, 1998 (Commission file
number 001-03579))
2.3  By-laws, as amended (incorporated by reference to Exhibit (3)(ii) to Form
10-Q as filed with the Commission on November 16, 1998 (Commission file
number 001-03579))
4.1  Specimen of certificate representing Pitney Bowes Inc.'s common
stock.................................................................................. Exhibit 4.1

II-2

Status or
Reg. S-K                                                                                    Incorporation
Exhibits                                Description                                          by Reference
--------                                -----------                                          ------------
4.2  Rights Agreement, dated as of December 11, 1995, between Pitney Bowes Inc.
and Chemical Mellon Shareholder Services, L.L.C. (incorporated by
reference to Exhibit 1 to Form 8-A as filed with the Commission on
February 16, 1996 (Commission file number 001-03579))
4.3  Certificate of Adjustment, dated as of January 16, 1998 (incorporated by
reference to Exhibit 2 to Form 8-A/A as filed with the Commission on
January 16, 1998 (Commission file number 001-03579))
4.4  Form of Senior Indenture............................................................... Exhibit 4.4
4.5  Form of Subordinated Indenture......................................................... Exhibit 4.5
4.6  Form of Depositary Agreement*
4.7  Form of Depositary Receipt*
5.1  Opinion re: Legality................................................................... Exhibit 5.1
12.1 Computation of Ratio of Earnings to Fixed Charges of Pitney Bowes Inc.................. Exhibit 12.1
12.2 Computation of Ratio of Earnings to Fixed Charges and Preferred and
Preference Stock Dividends of Pitney Bowes Inc......................................... Exhibit 12.2
23.1 Consent of PricewaterhouseCoopers LLP.................................................. Exhibit 23.1
23.2 Consent of Sara E. Moss, Esq........................................................... Exhibit 23.2
23.3 Consent of Davis Polk & Wardwell (included in opinion filed as Exhibit 5.1)
24   Power of Attorney (contained on signature page)
25.1 Statement of Eligibility of SunTrust Bank.............................................. Exhibit.25.1
<FN>
-------------------
*    To be filed by amendment or under cover of Form 8-K.
</FN>

Item 17.  Undertakings.

Pitney Bowes Inc. hereby undertakes:

(1) To file during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities Exchange
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

II-3

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the Securities offered therein, and
the offering of such Securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the termination
of the offering.

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to provisions referred to in Item 15, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling
person in connection with the Securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of section 10(a) of the Act, and relating to the
securities offered at competitive bidding, as contained in the registration
statement, together with any supplements thereto, and (2) to file an amendment
to the registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be made.

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford, State of Connecticut, on this 26th
day of October, 2001.

PITNEY BOWES INC.

By:   /s/ Dessa Bokides
--------------------------
Name:  Dessa Bokides
Title: Vice President and
Treasurer

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints Michael J. Critelli, Bruce P. Nolop, Arlen F. Henock and Dessa
Bokides, and any agent for service named in this Registration Statement, and
each of them singly, his, her or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or it
and in his, her, or its name, place and stead, in any and all capacities, to
sign any registration statements and any and all amendments (including
post-effective amendments and registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them singly, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he, she, or it might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                        Title                      Date
---------                        -----                      ----

/s/  Michael J. Critelli     Chairman and Chief Executive    October 26, 2001
--------------------------------   Officer-Director
Michael J. Critelli

/s/  Bruce P. Nolop         Executive Vice President and   October 26, 2001
--------------------------------   Chief Financial Officer
Bruce P. Nolop            (Principal Financial Officer)

/s/ Arlen F. Henock         Vice President-Finance         October 26, 2001
--------------------------------   (Principal Accounting Officer)
Arlen F. Henock

II-5

/s/ Linda G. Alvarado        Director                      October 26, 2001
--------------------------------
Linda G. Alvarado

/s/ Colin G. Campbell        Director                      October 26, 2001
--------------------------------
Colin G. Campbell

/s/ Jessica P. Einhorn       Director                      October 26, 2001
--------------------------------
Jessica P. Einhorn

/s/ Ernie Green           Director                      October 26, 2001
--------------------------------
Ernie Green

/s/ Herbert L. Henkel        Director                      October 26, 2001
--------------------------------
Herbert L. Henkel

/s/ James H. Keyes           Director                      October 26, 2001
--------------------------------
James H. Keyes

/s/ John S. McFarlane        Director                      October 26, 2001
--------------------------------
John S. McFarlane

Director
--------------------------------
Eduardo R. Menasce

/s/ Michael I. Roth          Director                      October 26, 2001
--------------------------------
Michael I. Roth

Director
--------------------------------
David L. Shedlarz

Director
--------------------------------
Robert E. Weissman

II-6

EXHIBIT INDEX

Exhibits                               Description                                               Page
--------                               -----------                                               ----

1.1     Form of Underwriting Agreement (incorporated by reference to Exhibit 1(a) to Form
S-3 as filed with the Commission on April 29, 1998 (Commission file number 333-
51281))
1.2     Form of Distribution Agreement*
1.3     Form of Underwriting Agreement for preferred stock, preference stock and depositary
shares*
2.1     Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(a)(i) to Form 10-Q as filed with the Commission on August
14, 1996 (Commission file number 001-03579))
2.2     Certificate of Amendment to the Restated Certificate of
Incorporation, as amended December 18, 1997 (incorporated by
reference to Exhibit (a.1) to Form 10-K as filed with the
Commission on March 27, 1998 (Commission file number 001-03579))
2.3     By-laws, as amended (incorporated by reference to Exhibit (3)(ii)
to Form 10-Q as filed with the Commission on November 16, 1998
(Commission file number 001- 03579))
4.1     Specimen of certificate representing Pitney Bowes Inc.'s common stock.................Exhibit  4.1
4.2     Rights Agreement, dated as of December 11, 1995, between Pitney Bowes Inc. and
Chemical Mellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit 1
to Form 8-A as filed with the Commission on February 16, 1996 (Commission file
number 001-03579)
4.3     Certificate of Adjustment, dated as of January 16, 1998
(incorporated by reference to Exhibit 2 to Form 8-A/A as filed with
the Commission on January 16, 1998 (Commission file number
001-03579))
4.4     Form of Senior Indenture..............................................................Exhibit  4.4
4.5     Form of Subordinated Indenture........................................................Exhibit  4.5
4.6     Form of Depositary Agreement*
4.7     Form of Depositary Receipt*
5.1     Opinion re: Legality..................................................................Exhibit  5.1
12.1    Computation of Ratio of Earnings to Fixed Charges of Pitney Bowes Inc.................Exhibit 12.1
12.2    Computation of Ratio of Earnings to Fixed Charges and Preferred and Preference
Stock Dividends of Pitney Bowes Inc................................................Exhibit 12.2
23.1    Consent of PricewaterhouseCoopers LLP.................................................Exhibit 23.1
23.2    Consent of Sara E. Moss, Esq..........................................................Exhibit 23.2
23.3    Consent of Davis Polk & Wardwell (included in opinion filed as Exhibit 5.1)
24     Power of Attorney (contained on signature page)
25.1    Statement of Eligibility of SunTrust Bank . . . . . . . . . . . . . . . . . . . . . . Exhibit 25.1
<FN>
-------------------
* To be filed by amendment or under cover of Form 8-K.
</FN>

II-7

Exhibit 4.1

Common STOCK
Common STOCK

PBU
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, N.Y.

PAR VALUE $1.00 PER SHARE

SEE REVERSE FOR CERTAIN DEFINITIONS

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
CUSIP 724479 10 0

This is to Certify that                is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF PITNEY BOWES INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation as amended of the Corporation (a copy of which is on file with
the Transfer Agent) to all of which the holder by the acceptance hereof
assents. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar. Witness the seal of the Corporation and
the signatures of its duly authorized officers. Dated

Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Transfer Agent
and Registrar
By

Authorized Signature
CORPORATE SECRETARY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

PITNEY BOWES INC.

A full statement of the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and/or
rights, will be supplied to the holder thereof without charge on request to the
Secretary of Pitney Bowes Inc., World Headquarters, Stamford, Connecticut
06926-0700, or to the Transfer Agent named on the face thereof.
The certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a rights agreement (the "Rights Agreement"), between Pitney
Bowes Inc. and First Chicago Trust Company of New York (the "Successor Rights
Agent"), dated December 11, 1995, as amended, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at Pitney Bowes
Inc., World Headquarters. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Pitney Bowes Inc. will mail or
cause to be mailed to the holder of this certificate a copy of the Rights
Agreement without charge promptly following receipt of a written request
therefor. Under certain circumstances, Rights beneficially owned by Acquiring
Persons (as defined in Section 11(a)(ii) of the Rights Agreement) and any
subsequent holder of such Rights may become null and void.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in 
common
UNIF GIFT MIN ACT - Custodian (Cust) under Uniform Gifts to Minors (Minor) Act 

Additional abbreviations may also be used though not in the above list.

For value received,             hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)          shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said stock on the
books of the within named Company with full power of substitution in the
premises.

Dated

Notice:
The signature to this assignment must correspond with the name as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change whatever.

EXHIBIT 4.4

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

PITNEY BOWES INC.,
Issuer

TO

Trustee

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

Indenture

Dated as of October__, 2001

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

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

TABLE OF CONTENTS

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

PAGE

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Compliance Certificates and Opinions...........................10
SECTION 1.03.  Form of Documents Delivered to Trustee.........................11
SECTION 1.04.  Acts of Holders................................................11
SECTION 1.05.  Notices, Etc., to Trustee and Company..........................12
SECTION 1.06.  Notice of Holders; Waiver......................................13
SECTION 1.07.  Conflict with Trust Indenture Act..............................13
SECTION 1.08.  Effect of Headings and Table of Contents.......................14
SECTION 1.09.  Successors and Assigns.........................................14
SECTION 1.10.  Separability Clause............................................14
SECTION 1.11.  Benefits of Indenture..........................................14
SECTION 1.12.  Governing Law..................................................14
SECTION 1.13.  Legal Holidays.................................................14

ARTICLE 2
SECURITY FORMS

SECTION 2.01.  Forms Generally................................................15
SECTION 2.02.  Securities in Permanent Global Form............................15

ARTICLE 3
THE SECURITIES

SECTION 3.01.  Amount Unlimited; Issuable in Series...........................17
SECTION 3.02.  Denominations..................................................20
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................20
SECTION 3.04.  Temporary Securities...........................................22
SECTION 3.05.  Registration, Registration of Transfer and Exchange............22
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities...............26
SECTION 3.07.  Payment of Interest; Interest Rights Preserved.................27
SECTION 3.08.  Persons Deemed Owners..........................................28
SECTION 3.09.  Cancellation...................................................28
SECTION 3.10.  Computation of Interest........................................29

i

PAGE

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01.  Satisfaction and Discharge of Indenture........................29
SECTION 4.02.  Defeasance of Securities of Any Series.........................30
SECTION 4.03.  Application of Trust Funds; Indemnification....................32
SECTION 4.04.  Reinstatement..................................................33

ARTICLE 5
REMEDIES

SECTION 5.01.  Events of Default..............................................33
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.............35
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
Trustee..............................................................36
SECTION 5.04.  Trustee May File Proofs of Claim...............................37
SECTION 5.05.  Trustee May Enforce Claims Without Possession of
Securities...........................................................38
SECTION 5.06.  Application of Money Collected.................................38
SECTION 5.07.  Limitation on Suits............................................39
SECTION 5.08.  Unconditional Right of Holders to Receive Principal,
Premium and Interest.................................................39
SECTION 5.09.  Restoration of Rights and Remedies.............................40
SECTION 5.10.  Rights and Remedies Cumulative.................................40
SECTION 5.11.  Delay or Omission Not Waiver...................................40
SECTION 5.12.  Control by Holders.............................................40
SECTION 5.13.  Waiver of Past Defaults........................................41
SECTION 5.14.  Undertaking for Costs..........................................41
SECTION 5.15.  Waiver of Usury, Stay or Extension Law.........................42

ARTICLE 6
THE TRUSTEE

SECTION 6.01.  Certain Duties and Responsibilities............................42
SECTION 6.02.  Notice of Defaults.............................................44
SECTION 6.03.  Certain Rights of Trustee......................................44
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.........45
SECTION 6.05.  May Hold Securities............................................46
SECTION 6.06.  Money Held in Trust............................................46
SECTION 6.07.  Compensation and Reimbursement.................................46
SECTION 6.08.  Disqualification; Conflicting Interests........................47
SECTION 6.09.  Corporate Trustee Required; Eligibility........................47

ii

PAGE

SECTION 6.10.  Resignation and Removal; Appointment of Successor..............47
SECTION 6.11.  Acceptance of Appointment by Successor.........................49
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
Business.............................................................51
SECTION 6.13.  Preferential Collection of Claims Against Company..............51
SECTION 6.14.  Appointment of Authenticating Agent............................51

ARTICLE 7
HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.  Company to Furnish Trustee Names and Addresses of
Holders..............................................................53
SECTION 7.02.  Preservation of Information; Communications to Holders.........53
SECTION 7.03.  Reports by Trustee.............................................54
SECTION 7.04.  Reports by Company.............................................54

ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms...........55
SECTION 8.02.  Successor Corporation Substituted..............................56

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............56
SECTION 9.02.  Supplemental Indentures with Consent of Holders................57
SECTION 9.03.  Execution of Supplemental Indentures...........................59
SECTION 9.04.  Effect of Supplemental Indentures..............................59
SECTION 9.05.  Conformity with Trust Indenture Act............................59
SECTION 9.06.  Reference in Securities to Supplemental Indentures.............59

ARTICLE 10
COVENANTS

SECTION 10.01.  Payment of Principal, Premium and Interest....................60
SECTION 10.02.  Maintenance of Office or Agency...............................60
SECTION 10.03.  Money for Securities Payments to Be Held in Trust.............60
SECTION 10.04.  Corporate Existence...........................................62
SECTION 10.05.  Payment of Taxes and Other Claims.............................62
SECTION 10.06.  Limitations on Liens..........................................62
SECTION 10.07.  Limitations on Sale and Lease-Back Transactions...............65

iii

PAGE

SECTION 10.08.  Defeasance of Certain Obligations.............................66
SECTION 10.09.  Certificate of Officers of the Company........................68
SECTION 10.10.  Waiver of Certain Covenants...................................68

ARTICLE 11
REDEMPTION OF SECURITIES

SECTION 11.01.  Applicability of Article......................................68
SECTION 11.02.  Election to Redeem; Notice to Trustee.........................68
SECTION 11.03.  Selection by Trustee of Securities to Be Redeemed.............69
SECTION 11.04.  Notice of Redemption..........................................70
SECTION 11.05.  Deposit of Redemption Price...................................70
SECTION 11.06.  Securities Payable on Redemption Date.........................71
SECTION 11.07.  Securities Redeemed in Part...................................71

ARTICLE 12
SINKING FUNDS

SECTION 12.01.  Applicability of Article......................................72
SECTION 12.02.  Satisfaction of Sinking Fund Payments with Securities.........72
SECTION 12.03.  Redemption of Securities for Sinking Fund.....................73

TESTIMONIUM...................................................................74
SIGNATURE AND SEALS...........................................................74
ACKNOWLEDGMENTS...............................................................75

EXHIBIT A.      Form of Security.............................................A-1
EXHIBIT B.      Form of Certification........................................B-1

iv

Reconciliation and tie(1) between Trust Indenture Act of 1939, as amended, and

Indenture, dated as of October __, 2001
between
Pitney Bowes Inc., Issuer
and
, Trustee
----------------------------

Trust Indenture                                                        Indenture
Act Section                                                          Section
ss.310  (a)(1).......................................................6.09
(a)(2).......................................................6.09
(a)(3)................................................... Not Applicable
(a)(4)....................................................Not Applicable
(b)..........................................................6.08
6.10
ss.311  (a)..........................................................6.13(a)
(b)..........................................................6.13(b)
(b)(2).......................................................7.03(a)(ii)
7.03(b)
ss.312  (a)..........................................................7.01
7.02(a)
(b)..........................................................7.02(b)
(c)..........................................................7.02(c)
ss.313  (a)..........................................................7.03(a)
(b)..........................................................7.03(b)
(c).....................................................7.03(a), 7.03(b)
(d)..........................................................7.03(c)
ss.314  (a)..........................................................704
(b).......................................................Not Applicable
(c)(1).......................................................1.02
(c)(2).......................................................1.02
(c)(3)....................................................Not Applicable
(d).......................................................Not Applicable
(e)..........................................................1.02
ss.315  (a)..........................................................6.01(a)
(b)..........................................................6.02
7.03(a)(6)
(c)..........................................................6.01(b)

---------
1NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

Trust Indenture                                                       Indenture
Act Section                                                           Section
(d).........................................................6.01(c)
(d)(1)......................................................6.01(a)(i)
(d)(2)......................................................6.01(c)(ii)
(d)(3)......................................................6.01(c)(iii)
(e).........................................................5.14
ss.316  (a).........................................................1.01
(a)(1)(A)...................................................5.02
5.12
(a)(1)(B)...................................................5.13
(a)(2)....................................................Not Applicable
(b).........................................................5.08
ss.317  (a)(1)......................................................5.03
(a)(2)......................................................5.04
(b)........................................................10.03
ss.318  (a)........................................................10.07

2

INDENTURE, dated as of October __ , 2001, between PITNEY BOWES INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at World
Headquarters, One Elmcroft Road, Stamford, Connecticut 06926-0700, and_________
_______, a banking corporation duly organized and existing under the laws of
____________, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

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

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

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

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

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

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

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation;

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

(e) when used with respect to any Security, the words "convert",
"converted" and "conversion" are intended to refer to the right of the Holder
or the Company to convert or exchange such Security into or for securities or
other property in accordance with such terms, if any, as may hereafter be
specified for such Security as contemplated by Section 3.01, and these words
are not intended to refer to any right of the Holder or the Company to exchange
such Security for other Securities of the same series and like tenor pursuant
to Section 3.04, 3.05, 3.06, 9.06 or 11.07 or another similar provision of this
Indenture, unless the context otherwise requires; and references herein to the
terms of any Security that may be converted mean such terms as may be specified
for such Security as contemplated in Section 3.01.

Certain terms, used principally in Article 6, are defined in that Article.

"Act", when used with respect to any Holder, has the meaning specified in
Section 1.04.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Agent Member" means a member of, or participant in, a Depositary.

"Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.

"Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

2

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

"Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law to close.

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

"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

"Consolidated Net Tangible Assets" means as of any particular time the
aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
trade names, unamortized debt discount and expense and other like intangibles,
all as shown in the most recent consolidated financial statements of the
Company and its Subsidiaries prepared in accordance with generally accepted
accounting principles.

"Consolidated Net Worth" means the sum of (i) the par value or stated
value of the capital stock of the Company, (ii) the capital in excess of par
value and (iii) the retained earnings, all as shown on the most recent
consolidated balance sheet of the Company and its Subsidiaries, prepared in
accordance with generally accepted accounting principles.

3

"Corporate Trust Office" means the office of the Trustee at which at any
particular time corporate trust business shall be principally administered. At
the date of execution of this Indenture the address of the Corporate Trust
Office is ________________________________.

"Corporation" means corporation, association, company, joint stock company
or business trust.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more permanent global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities of that series.

"Event of Default" has the meaning specified in Section 5.01.

"Funded Debt" means, with respect to any Person (a) every obligation of
such Person for money borrowed and every obligation of such Person secured by
any lien, mortgage, pledge or other security interest upon any property or
asset of such Person (whether or not assumed by such Person), which by its
terms matures at, or is extendible or renewable at the option of the obligor
to, a date more than 12 months after the time of the computation of the amount
thereof, and which would appear as a liability (other than a current liability
or a deferred item) on a statement of financial position of such Person in
accordance with generally accepted accounting principles, (b) all obligations
in respect of lease rentals which would be shown on a balance sheet of the
obligor as a liability (other than a current liability or a deferred item) in
accordance with generally accepted accounting principles, (c) all guarantees,
direct or indirect, of any such indebtedness or of any such obligations of
others or of dividends, and (d) all outstanding Preferred Stock of any
Restricted Subsidiary.

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

"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01.

4

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

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

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

"Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

(ii) Securities for whose payment or redemption (a) money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities or (b) U.S.
Government Obligations as contemplated by Section 4.02 in the
necessary amount have been theretofore deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.09 in trust
for the Holders of such Securities in accordance with Section 4.03;
provided that, if such Securities are to be redeemed, notice of such
redemption has been

5

duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(iii) Securities as to which Defeasance has been effected
pursuant to Section 4.02;

(iv) Securities which have been paid pursuant to Section 3.06 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

(v) Securities as to which any property deliverable upon
conversion thereof has been delivered (or such delivery has been duly
provided for), or as to which any other particular conditions have
been satisfied, in each case as may be provided for such Securities
as contemplated in Section 3.01;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 3.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 3.01, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to

6

act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

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

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

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Preferred Stock" as applied to the capital stock of any corporation means
stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets on any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
stock of any other class of such corporation.

"Principal Domestic Manufacturing Plant" means any manufacturing or
processing plant or warehouse (other than such manufacturing plant or warehouse
which, in the opinion of the Board of Directors, is not of material importance
to the total business conducted by the Company and its Subsidiaries taken as a
whole) together with the land upon which it is erected and fixtures comprising
a part thereof, owned by the Company or any Subsidiary and located in the
United States of America, if the gross book value (without deduction of any
depreciation reserves) of all real property and fixed assets included in such
plant on the date as of which the determination is being made exceeds 1% of
Consolidated Net Worth.

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

7

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

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

"Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trustee Administration Department, including any
vice president, any assistant secretary, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

"Restricted Subsidiary" means any Subsidiary which is organized under the
laws of the United States or of any State or of the District of Columbia and
transacts all or a substantial portion of its business in the United States and
which owns a Principal Domestic Manufacturing Plant; provided, however, that
the term shall not include Pitney Bowes Credit Corporation, a Delaware
corporation, or any other Subsidiary (a) which is solely or primarily engaged
in the business of providing or obtaining financing for the sale or lease of
products sold or leased by the Company or any Subsidiary or which is otherwise
primarily engaged in the business of a finance company either on a secured or
an unsecured basis or (b) which is solely or primarily engaged in the business
of owning, developing or leasing real property other than a Principal Domestic
Manufacturing Plant.

"Sale and Lease-Back Transaction" of a corporation means any arrangement
whereby property has been or is to be sold or transferred by such corporation
to any Person with the intention on the part of such corporation of taking back
a lease of such property with a term of more than 36 months pursuant to which
the rental payments are calculated to amortize the purchase price of such
property substantially over the useful life of such property, and such property
is in fact so leased by such corporation.

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

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

8

"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

"Subsidiary" means with respect to the Company, a corporation more than
50% of the outstanding Voting Stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "Voting Stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean only the Trustee with
respect to Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force on the date on which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by such
amendment, the Trust Indenture of 1939 as so amended.

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

9

custodian in respect to the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation by such
depository receipt.

"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

"Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary all of
the outstanding voting stock of which, other than directors' qualifying shares,
and all the Funded Debt of which shall at the time be owned by the Company or
by one or more other Wholly-Owned Restricted Subsidiaries, or by the Company
and one or more other Wholly-Owned Restricted Subsidiaries.

"Wholly-Owned Subsidiary" means any Subsidiary of which, at the time of
determination, all of the outstanding voting stock (other than directors'
qualifying shares) is owned by the Company, directly and/or indirectly. For
purposes of this definition, "voting stock" has the same meaning as under the
definition of "Subsidiary".

SECTION 1.02. Compliance Certificates and Opinions.

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

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include

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

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

10

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

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

SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

SECTION 1.04. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the

11

Trustee and, where it is hereby expressly required, to the Company. If any
Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the
requisite principal amount of Securities have taken any action with respect to
the Securities of more than one series as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
Securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

SECTION 1.05. Notices, Etc., to Trustee and Company.

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

12

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

(b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

SECTION 1.06. Notice of Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

SECTION 1.07. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

13

SECTION 1.08. Effect of Headings and Table of Contents.

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

SECTION 1.09. Successors and Assigns.

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

SECTION 1.10. Separability Clause.

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

SECTION 1.11. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the Parties hereto, any Authenticating Agent,
any Paying Agent, any Security Registrar and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 1.12. Governing Law.

This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION 1.13. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or any date on which a Holder has the right to
convert his Security, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any), or conversion of such
Security, need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity.

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ARTICLE 2
SECURITY FORMS

SECTION 2.01. Forms Generally.

The Securities of each series shall be in substantially the form set forth
in Exhibit A, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law or any rules or
regulations pursuant thereto, or with the rules of any securities exchange or
to conform to general usage, all as may consistently herewith be determined by
the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

The Trustee's certificates of authentication shall be in substantially the
form set forth in Exhibit B.

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.02. Securities in Permanent Global Form.

If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in permanent global
form, then notwithstanding Section 3.01(h) and the provisions of Section 3.02,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in permanent global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee or the Security Registrar in such manner and upon
instructions given by such Person or Persons as shall be specified in such
Security in permanent global

15

form or in the Company Order to be delivered to the Trustee pursuant to Section
3.03 or Section 3.04. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Trustee or the Security Registrar shall deliver
and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in
the applicable Company Order. If a Company Order pursuant to Section 3.03 or
3.04 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a global Security
shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Officer's Certificate or an Opinion of Counsel, provided that
the permanent global Security to be endorsed, delivered or redelivered has
previously been covered by an Opinion of Counsel.

The provisions of the last sentence of Section 3.03 shall only apply to
any Security represented by a Security in permanent global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee or the Security Registrar the Security in permanent global form
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Officer's Certificate or an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03.

Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Security in permanent global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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ARTICLE 3
THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer's Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series

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

(b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03 of the Indenture, shall have not been issued and sold
by the Company and are therefore deemed never to have been authenticated and
delivered hereunder);

(c) the date or dates on which the principal of the Securities of the
series is payable;

(d) the Person to whom any interest on any Security of the series shall be
payable if other than as set forth in Section 3.07; the rate or rates at which
the Securities of the series shall bear any interest or the manner of
calculation of such rate or rates, if any, the date or dates from which any
such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date, for the interest payable
on any Interest Payment Date;

(e) the place or places where the principal of and any premium or interest
on Securities of the series shall be payable;

(f) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;

17

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

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

(i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

(j) if applicable, that the Securities of the Series, in whole or any
specified part, shall be defeasible pursuant to Section 4.02 or Section 10.08
or both Sections and if other than a Board Resolution, the manner in which any
election by the Company to defease those securities shall be evidenced;

(k) whether the Securities of the series are to be issuable in whole or in
part in permanent global form, without coupons, and, if so, (i) the form of any
legend or legends which shall be borne by any such permanent global Security in
addition to or in lieu of that set forth in Section 2.02, (ii) any
circumstances in addition to or in lieu of those set forth in Clause (2) of the
last paragraph of Section 3.05 in which such permanent global Security may be
exchanged in whole or in part for Securities registered, and in which any
transfer of such permanent global Security in whole or in part may be
registered, in the name of Persons other than the Depositary for such permanent
global Security or a nominee thereof and (iii) the Depositary with respect to
any such permanent global Security or Securities;

(l) the currency or currencies, including composite currencies, in which
payment of the principal of, and any premium and interest on, the Securities of
the series shall be payable if other than the currency of the United States of
America;

(m) if the principal of, or any premium or interest on, any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those
in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount shall be
determined);

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(n) if the amount of payments of principal of, or any premium or interest
on, the Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined;

(o) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);

(p) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.01;

(q) any addition to or change in the covenants set forth in Article Ten
which applies to any Securities of the series;

(r) the terms, if any, on which Holders of Securities may convert or
exchange any Securities of the series into any securities of any Person; and

(s) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 9.01(e)).

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth
in the Officer's Certificate referred to above or in any such indenture
supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

19

SECTION 3.02. Denominations.

The Securities of each series shall be issuable in registered form without
coupons and only in such denominations as shall be specified in accordance with
Section 3.01. In the absence of such provisions with respect to the Securities
of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, one of its Vice Presidents or its Treasurer, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and

20

(c) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors' rights and
to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

Notwithstanding the foregoing and subject, in the case of a Security in
permanent global form, to Section 2.02, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
directing such cancellation and stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

21

SECTION 3.04. Temporary Securities.

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

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

SECTION 3.05. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

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

22

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

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and
ending at the close of business on the day of such day of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.

The provisions of Clauses (1) - (7) below shall apply only to permanent
global Securities:

(1) Each permanent global Security authenticated under this
Indenture shall be registered in the name of the Depositary
designated for such permanent global Security or a nominee
thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such permanent global Security
shall constitute a single Security for all purposes of this
Indenture.

23

(2) Notwithstanding any other provisions in this Indenture,
no permanent global Security may be exchanged in whole or in
part for Securities registered, and no transfer of a permanent
global Security in whole or in part may be registered, in the
name of any Person other than the Depositary for such permanent
global Security or a nominee thereof unless (a) the Depositary
notifies the Company pursuant to Clause (4) of this Section that
it is unwilling or unable to continue as Depositary for such
permanent global Security or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) if the Company in its sole
discretion determines pursuant to Clause (5) of this Section
that such permanent global Security shall be so exchangeable or
transferrable and executes and delivers to the Security
Registrar a Company Order providing that such permanent global
Security shall be so exchangeable or transferrable, (c) any
event shall have occurred and be continuing which, after notice
or lapse of time, or both, would become an Event of Default with
respect to the securities of the series of which such permanent
global Security is a part or (d) there shall exist such
circumstances, if any, in addition or in lieu of the foregoing
as have been specified for this purpose as contemplated by
Section 3.01.

(3) Subject to Clause (2) above, any exchange of a
permanent global Security for other Securities may be made in
whole or in part, and all Securities issued in exchange for a
permanent global Security or any portion thereof shall be
registered in such names as the Depositary for such permanent
global Security shall direct. The Trustee shall deliver such
Securities to or as directed by the Persons in whose names such
Securities are so registered.

(4) If at any time the Depositary for any Securities of a
series represented by one or more global Securities notifies the
Company that it is unwilling or unable to continue as Depositary
for such Securities or if at any time the Depositary ceases to
be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, the Company shall appoint a successor
Depositary with respect to such Securities. If a successor
Depositary for such Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes
aware of such ineligibility (and in any event before the
Depositary surrenders such global Security for exchange), the
Company's

24

election that such Securities be represented by one or more
global Securities shall no longer be effective and the Company
shall execute, and the Trustee, upon receipt of an Officers'
Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the global
Security or Securities representing such Securities in exchange
for such global Security or Securities.

(5) The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form
of one or more global Securities shall no longer be represented
by a global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of an Officers'
Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver
Securities of such series in definitive registered form, in any
authorized denominations, in an aggregate principal amount equal
to the principal amount of the global Security or Securities
representing such Securities, in exchange for such global
Security or Securities.

(6) Subject to Clause (2) above, with respect to Securities
represented by a global Security, the Depositary for such global
Security may surrender such global Security in exchange in whole
or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service
charge,

(i) to the Person specified by such Depositary a new
Security or Securities of the same series, of any
authorized denomination as requested by such Person, in an
aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the global Security;
and

(ii) to such Depositary a new global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered global Security and the
aggregate principal amount of Securities authenticated and
delivered pursuant to clause 3.05(6)(i) above.

25

Upon the exchange of a global Security for Securities
in definitive registered form, in authorized denominations,
such global Security shall be canceled by the Trustee.

(7) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu
of, a permanent global Security or any portion thereof,
whether pursuant to this Section, Section 3.04, 3.06, 9.06
or 11.07 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a permanent global Security,
unless such Security is registered in the name of a Person
other than the Depositary for such permanent global
Security or a nominee thereof.

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

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

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

26

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

SECTION 3.07. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided that if that Security or its Predecessor Security
was originally issued on a date after a Regular Record Date and before the
following Interest Payment Date, the first payment of interest on such Security
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. Interest payable at Maturity (other than on a date which is an
Interest Payment Date) will be paid to the same Person to whom the principal
amount of this Security is payable.

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

(a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted

27

Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).

(b) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 3.09. Cancellation.

All Securities surrendered for payment, redemption, registration of
transfer or exchange, for credit against any sinking fund payment or for
conversion shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be

28

promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

SECTION 3.10. Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, registration of transfer or
exchange of Securities expressly provided for herein or in the terms of such
security), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

(a) either

(i) all Securities theretofore authenticated and delivered (other
than (x) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (y) Securities
for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.03) have
been delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the Trustee for
cancellation

(A) have become due and payable, or

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

29

(C) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company,

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section, the obligations of the Trustee under Section 4.03 and the
last paragraph of Section 10.03 shall survive.

SECTION 4.02. Defeasance of Securities of Any Series.

Unless otherwise specified pursuant to Section 3.01 with respect to the
Securities of any series, then notwithstanding Section 4.01, the Company shall
be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same) (hereinafter called
"Defeasance"), except as to:

(a) the rights of Holders of Securities to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and any
premium and each instalment of principal of and any premium or interest on the

30

Outstanding Securities of that series on the Stated Maturity of such principal
or instalment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of the Indenture and such Securities;

(b) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03; and

(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder;

provided that the following conditions have been satisfied:

(d) with reference to this provision the Company has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as trust funds in the
trust for purposes of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph (d) money in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
for such purposes, (A) the principal of and any premium and each instalment of
principal and any premium or interest on the Outstanding Securities of that
series on the Stated Maturity or the Redemption Date, as the case may be, of
such principal or instalment of principal or interest and (B) any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable, each in
accordance with the terms of this Indenture and of such Securities;

(e) such Defeasance shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest as defined in Section
6.08 and for purposes of the Trust Indenture Act with respect to the Securities
of any series;

(f) such Defeasance will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

31

(g) such Defeasance would not cause any Outstanding Security of such
series then listed on any nationally recognized securities exchange to be then
delisted as a result thereof;

(h) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of the series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

(i) the Company has delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and such Opinion of Counsel shall confirm that,
Holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposits, defeasance
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and that such Defeasance
would not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as
amended from time to time; and

(j) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the Defeasance contemplated by this provision have been complied
with.

SECTION 4.03. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 or
Section 10.08 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 or
Section 10.08 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 4.02 or Section
10.08, as the case may be. All moneys deposited with the Trustee pursuant to

32

Section 4.01 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted shall be returned to the Company upon Company Request.

(b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 4.02 or Section 10.08 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 4.02 or 10.08 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount which then would
have been required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.

SECTION 4.04. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 4.02 or 10.08 with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or upon the occurrence of
an Event of Default, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released pursuant to
Section 4.02 or 10.08 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 4.03 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

ARTICLE 5
REMEDIES

SECTION 5.01. Events of Default.

"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event

33

of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or

(b) default in the payment of the principal of (or premium, if any on) any
Security of that series at its Maturity; or

(c) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or

(d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of a series of Securities other than that series), and continuance
of such default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of each series affected thereby a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

(e) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

(f) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or

34

order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or
consent seeking reorganization or similar relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action; or

(g) any events of default provided with respect to Securities of that
Series.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default described in clause (a), (b), (c), (d) or (g) of
Section 5.01 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series (each such series voting as a separate class in the case of an Event of
Default under clause (a), (b), (c) or (g) of Section 5.01, and all such series
voting as one class in the case of such an Event of Default under clause (d) of
Section 5.01) may declare the principal amount (or, if the Securities of any
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If any Event of Default described in clause (e) or
(f) of Section 5.01 occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of
all the Outstanding Securities (voting as one class) may declare the principal
amount (or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities then Outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this

35

Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

(a) the Company has paid or deposited with the Trustee a sum sufficient to
pay

(i) the overdue interest on all Securities of the series,

(ii) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor
in such Securities,

(iii) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

(iv) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustees, its agents and counsel and all other amounts due under Section
6.07;

and

(b) all Events of Default with respect to Securities of that series other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(a) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period
of 30 days, or

36

(b) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof

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

If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

SECTION 5.04. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company or any other obligor upon
the Securities or the property or creditors of the Company or of such other
obligor, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have the
claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee

37

shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holders hereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.06. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 6.07; and

38

SECOND: To the payment of the amounts then due and unpaid
for principal of (and premium, if any) and interest on the
Securities in respect of which or for the benefit of which such
money has been collected ratably without preference or priority
of any kind according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest,
respectively.

SECTION 5.07. Limitation on Suits.

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

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

(b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

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

(e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of all Outstanding Securities of that series;

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

SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest.

39

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.09. Restoration of Rights and Remedies.

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

SECTION 5.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertions or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default which shall
have occurred and shall be continuing shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

SECTION 5.12. Control by Holders.

40

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

(a) such direction shall not be in conflict with any rule of law or with
this Indenture,

(b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

(c) the Trustee shall have the right to decline any direction with respect
to which a Responsible Officer reasonably determines such direction will cause
the Trustee to incur any liability for which it shall not have been adequately
indemnified pursuant to Section 5.07.

SECTION 5.13. Waiver of Past Defaults.

The Holders of (i) not less than a majority in principal amount of the
Outstanding Securities of any series (each such series voting as a separate
class) may on behalf of the Holders of all Securities of such series waive any
past default with respect to such series and its consequences, or (ii) not less
than a majority in principal amount of the Outstanding Securities (voting as
one class) may on behalf of the Holders of all the Outstanding Securities
affected thereby waive any past default described in (d), (e) and (f) of
Section 5.01 with respect to the Securities of such series and its
consequences, except in any such case a default

(a) in the payment of the principal of (or premium, if any) or interest on
any Security of such series, or

(b) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 5.14. Undertaking for Costs.

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All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, in the manner and to the extent
provided in the Trust Indenture Act; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25% in principal amount of the Outstanding Securities
of any series or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date) or
for the enforcement of the right to convert any Security in accordance with its
terms.

SECTION 5.15. Waiver of Usury, Stay or Extension Law.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension of law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE 6
THE TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities.

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

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

42

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

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

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

(i) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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

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

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

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

SECTION 6.02. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(d) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 6.03. Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

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

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

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

(e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the

44

Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

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

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

(h) the Trustee is not required to take notice or deemed to have notice of
any default or Event of Default hereunder, except an Event of Default under
Section 5.01(a), (b) or (c) if at the time it is serving as Paying Agent for
the Securities, unless a Responsible Officer of the Trustee (i) has actual
knowledge of such default or Event of Default or (ii) has received notice in
writing of such default or Event of Default from the Company or from the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series so affected, and in the absence of any such actual
knowledge or notice, the Trustee may conclusively assume that no default or
Event of Default exists; and

(i) the Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal and final payment of the
Securities.

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent

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shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

SECTION 6.05. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 6.06. Money Held in Trust.

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

SECTION 6.07. Compensation and Reimbursement.

The Company agrees

(a) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expenses,
disbursements or advances as may be attributable to its negligence or bad
faith; and

(c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

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(d) The Trustee shall have, and is hereby granted, a first priority lien
on all monies, securities and collateral (other than monies held in trust by
the Trustee for the purpose of paying the principal of, and any premium and
interest on, the Securities) held by or on behalf of the Trustee pursuant to
this Indenture for payment or reimbursement to the Trustee of its fees,
expenses and any other monies payable to it hereunder.

SECTION 6.08. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series or a trustee under any other
indenture, or a fiscal agent under any other fiscal agency agreement, of the
Company.

SECTION 6.09. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in any State in the
United States of America or in the District of Columbia. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

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

(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.08 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee with respect to the applicable series of Securities, or (B) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security of any
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to such series of Securities and the
appointment of a successor Trustee or Trustees.

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

(f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the

49

rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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

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SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such obligor).

SECTION 6.14. Appointment of Authenticating Agent.

At any time the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or

51

examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

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

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

---------------------------
As Trustee,

By:
-----------------------------------------
As Authenticating Agent

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

ARTICLE 7
HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of the date of such list,
and

(b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

The Trustee shall preserve, in as current a form as is reasonably
practicable, all such information so furnished or received by it in its
capacity as Security Registrar.

SECTION 7.02. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The

53

Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

SECTION 7.03. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

Reports so required to be transmitted annually shall be transmitted within
60 days after April 1 in each calendar year, commencing in 2002.

(b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 7.04. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

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ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

(c) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and

(d) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this

55

Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 8.02. Successor Corporation Substituted.

Upon any consolidation by the Company with or merger by the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.

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

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

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

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

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

(e) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such
addition, change or elimination shall (A) neither (i) apply to Securities of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of such Securities with respect to such provision or (B) become
effective only when there is no such Security Outstanding; or

(f) to secure the Securities pursuant to the requirements of Sections
8.01(c) or 10.08 or otherwise; or

(g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

(h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for and facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(i) to add to or change any of the provisions of this Indenture with
respect to any Securities that by their terms may be converted into any
securities of any Person, in order to permit or facilitate the issuance,
payment or conversion of such Securities; or

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

SECTION 9.02. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture voting as one class, by Act of said Holders delivered to
the Company

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and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under the Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or

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

(c) modify any of the provisions of this Section, Section 5.13 or Section
10.10, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes
in this Section and Section 10.10, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.01(h).

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

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It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 9.04. Effect of Supplemental Indentures.

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

SECTION 9.05. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 9.06. Reference in Securities to Supplemental Indentures.

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

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ARTICLE 10
COVENANTS

SECTION 10.01. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium or interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 10.02. Maintenance of Office or Agency.

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

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

SECTION 10.03. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall

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be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will deposit (or, if the Company has deposited any trust
funds with a trustee pursuant to Section 4.02(d) or 10.08(a), cause such
trustee to deposit), prior to each due date of the principal of any premium or
interest on any Securities of that Series with a Paying Agent a sum sufficient
to pay the principal and any premium or interest so becoming due, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

(a) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent and

(b) at any time during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

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

Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money,

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and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 10.04. Corporate Existence.

Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.05. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 10.06. Limitations on Liens.

(a) The Company will not, and will not permit any Restricted Subsidiary
to, issue, assume, guarantee or become liable for any notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed (herein referred
to for purposes of this Section 10.06 and Section 10.07 as "indebtedness")
secured by any mortgage, security interest, pledge or lien (herein referred to
for purposes of this Section 10.06 as a "mortgage") of or upon (x) any
Principal Domestic Manufacturing Plant or (y) shares of capital stock or
indebtedness issued by any Restricted Subsidiary and owned by the Company or
any Restricted Subsidiary,

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whether owned at the date of this Indenture or thereafter acquired, without
making effective provision, and the Company in each case will make or cause to
be made effective provision, whereby the Securities shall be secured by such
mortgage equally and ratably with (or prior to) any and all other indebtedness
thereby secured, so long as such indebtedness shall be so secured (for the
purpose of providing such equal and ratable security the principal amount of
the Securities shall mean and shall not be less than that principal amount that
could be declared to be due and payable pursuant to Section 5.02 on the date of
the making of such effective provision and the extent of such equal and ratable
security shall be adjusted semi-annually to reflect the change in said
principal amount over time pursuant to Section 5.02 and any other provision
hereof); provided, however, that the foregoing restriction shall not apply to
indebtedness secured by any of the following:

(i) mortgages on any property existing at the time of acquisition
thereof or as of the date of first issuance by the Company of Securities
pursuant to this Indenture;

(ii) mortgages on property of a corporation existing at the time such
corporation is acquired (including by way of merger or consolidation) by
the Company or a Restricted Subsidiary or a Restricted Subsidiary is
merged into such corporation or at the time of a sale, lease or other
disposition of the properties of such corporation (or a division thereof)
as an entirety or substantially as an entirety to the Company or a
Restricted Subsidiary, provided that such mortgages as a result of such
merger, consolidation, sale, lease or other disposition is not extended to
property owned by the Company or such Restricted Subsidiary immediately
prior thereto;

(iii) mortgages on property of a corporation existing at the time
such corporation first becomes a Restricted Subsidiary;

(iv) mortgages securing indebtedness of a Wholly-Owned Restricted
Subsidiary to the Company or to a Wholly-Owned Restricted Subsidiary;

(v) mortgages on property to secure all or part of the cost of
acquiring, substantially repairing or altering, constructing, developing
or substantially improving all or any part of such property or to secure
indebtedness incurred to provide funds for any such purpose or for
reimbursement of funds previously expended for any such purpose, provided
the commitment of the creditor to extend the credit secured by any such
mortgage shall have been obtained not later than 180 days after

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the later of (a) the completion of the acquisition, substantial repair or
alteration, construction, development or substantial improvement of such
property or (b) the placing in operation of such property or of such
property as so substantially repaired or altered, constructed, developed
or substantially improved;

(vi) mechanic's liens, tax liens, liens in favor of any governmental
body to secure progress, advance or other payments or the acquisition of
real or personal property from such governmental body pursuant to any
contract or provision of any statute, and other liens, charges and
encumbrances incidental to construction, to the conduct of business or to
the ownership of property of the Company or any Restricted Subsidiary
which were not incurred in connection with the borrowing of money or the
obtaining of advances or credits or the acquisition of property and do not
in the aggregate materially impair the use of any Principal Domestic
Manufacturing Plant for the purposes for which it is held or which are
being contested in good faith by the Company or such Restricted
Subsidiary;

(vii) mortgages arising by reason of any judgment, decree or order of
any court, so long as any appropriate legal proceedings which may have
been initiated for the review of such judgment, decree or order shall not
have been finally terminated or so long as the period within which such
proceedings may be initiated shall not have expired; any deposit or pledge
with any surety company or clerk of any court, or in escrow, as collateral
in connection with, or in lieu of, may bond on appeal from any judgment or
decree against the Company or any Restricted Subsidiary, or in connection
with other proceedings or actions at law or in equity by or against the
Company or any Subsidiary; or

(viii) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
mortgage referred to in the foregoing Clauses (i) to (vii), inclusive;
provided, however, that the principal amount of indebtedness secured
thereby and not otherwise authorized by said Clauses (i) to (vii),
inclusive, shall not exceed the principal amount of indebtedness, plus any
premium or fee payable in connection with any such extension renewal or
replacement, so secured at the time of such extension, renewal or
replacement.

(b) Notwithstanding the provisions of Section 10.06(a), the Company or any
Restricted Subsidiary may issue, assume, guarantee or become liable for
indebtedness secured by mortgages which would otherwise be subject to the

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restrictions of Section 10.06(a) in an aggregate amount which, together with
all indebtedness outstanding pursuant to this Section 10.06(b), does not exceed
15% of Consolidated Net Tangible Assets.

SECTION 10.07. Limitations on Sale and Lease-Back Transactions.

(a) The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any Sale and Lease-Back Transaction on or after the initial issuance
of Securities pursuant to this Indenture with respect to any Principal Domestic
Manufacturing Plant (except for (1) a transaction providing for a lease for a
term, including any renewal thereof, of not more than three years, (2) a
transaction between the Company and a Wholly-Owned Restricted Subsidiary or
between Wholly-Owned Restricted Subsidiaries or (3) any lease of property
acquired after the date of the initial issuance of Securities pursuant to this
Indenture if the rent payable by the Company or such Restricted Subsidiary
thereunder is to be reimbursed under a contract with the government of the
United States or any instrumentality or agency thereof), if the commitment by
or on behalf of the purchaser is obtained more than 180 days after the later of
(i) the completion of the acquisition, substantial repair or alteration,
construction, development or substantial improvement of such Principal Domestic
Manufacturing Plant or (ii) the placing in operation of such Principal Domestic
Manufacturing Plant or of such Principal Domestic Manufacturing Plant as so
substantially repaired or altered, constructed, developed or substantially
improved, unless either (x) the Company or such Restricted Subsidiary would be
entitled pursuant to Section 10.06(a) to issue, assume, guarantee or become
liable for debt secured by a mortgage on such Principal Domestic Manufacturing
Plant without equally and ratably securing the Securities or (y) the Company
shall apply or cause to be applied, in the case of a sale or transfer for cash,
an amount equal to the net proceeds thereof (but not in excess of the net book
value of such sale or transfer) and, in the case of a sale or transfer
otherwise than for cash, an amount equal to the fair market value (as
determined by the Board of Directors but not in excess of the net book value of
such Principal Domestic Manufacturing Plant at the date of such sale or
transfer) of the Principal Domestic Manufacturing Plant so leased to the
retirement, within 180 days after the effective date of such Sale and Lease-
Back Transaction, of Securities or other indebtedness (as defined in Section
10.06(a)) of the Company or a Restricted Subsidiary; provided, however, that
any such retirement of Securities shall be in accordance with Section 11.01 and
provided, further, that the amount to be applied to such retirement of
Securities or other indebtedness shall be reduced by an amount equal to the sum
of (A) an amount equal to the principal amount of Securities delivered within
180 days after the effective date of such Sale and Lease-Back Transaction to
the Trustees for retirement and cancellation (for purposes of making such
calculation, the principal amount of Original Issue Discount Securities so
retired or cancelled shall mean

65

the portion thereof that could have been declared due and payable pursuant to
Section 5.02 at the time retired and cancelled) and (B) the principal amount,
plus any premium or fee paid in connection with any redemption in accordance
with the terms, of other indebtedness voluntarily retired by the Company within
such 180-day period, excluding retirements pursuant to mandatory prepayment
provisions and payments at maturity.

(b) Notwithstanding the provisions of Section 10.07(a), the Company or any
Restricted Subsidiary may enter into a Sale and Lease-Back Transaction which
would otherwise be subject to the restrictions of Section 10.07(a) so as to
create an aggregate amount of attributable debt which, together with all
indebtedness outstanding pursuant to Section 10.06(b), and all attributable
debt outstanding pursuant to this Section 10.07(b), does not exceed 15% of
Consolidated Net Tangible Assets.

"Attributable debt" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price of
the Principal Domestic Manufacturing Plant so leased multiplied by a fraction
the numerator of which is the remaining portion of the base term of the lease
included in such transaction and the denominator of which is the base term of
such lease, and (ii) the total obligation (discounted to present value at the
implicit interest factor, determined in accordance with generally accepted
financial practice, included in the rental payments, or, if such interest
factor cannot readily be determined, at a rate of interest of 11% per annum,
compounded semiannually) under the lease for rental payments (other than
amounts required to be paid on account of property taxes as well as
maintenance, repairs, insurance, water rates and other items which do not
constitute payments for property rights (such as those based on real or energy
costs or savings) during the remaining portion of the base term of the lease
included in such transaction).

SECTION 10.08. Defeasance of Certain Obligations.

Unless otherwise specified pursuant to Section 3.01 with respect to
Securities of any series, the Company may omit to comply, on or after the date
the conditions set forth in subsections (a) to (f) of this Section 10.08 are
satisfied, with any term, provision or condition set forth in Article 8,
Section 10.06 and Section 10.07 and with any term, provision or condition set
forth in any other negative or restrictive covenant of the Company applicable
to the Securities of such series (hereafter called "Covenant Defeasance") as
specified pursuant to Section 3.01(q)), if

(a) With reference to this Section 10.08, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
in

66

trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph (1) money in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
for such purposes (A) the principal of and any premium and each instalment of
principal and any (premium) and interest on the Outstanding Securities of that
series on the Stated Maturity or the Redemption Date, as the case may be, of
such principal or instalment of principal or interest and (B) any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable each in accordance
with the terms of the Indenture and of such Securities;

(b) Such Covenant Defeasance shall not cause the Trustee with respect to
the Securities of that series to have a conflicting interest as defined in
Section 6.08 and for purposes of the Trust Indenture Act with respect to the
Securities of any series;

(c) Such Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

(d) No Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of that series shall have
occurred and be continuing on the date of such deposit;

(e) The Company has delivered to the Trustee an Opinion of Counsel stating
that (A) Holders of the Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such deposit and
Covenant Defeasance and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been the
case if such deposit and Covenant Defeasance had not occurred; (B) such
Covenant Defeasance would not cause any outstanding Security of such series
then listed on any nationally recognized securities exchange to be delisted as
a result thereof; and (C) such deposit would not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended from time to time; and

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(f) The Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the defeasance contemplated by this Section have been
complied with.

SECTION 10.09. Certificate of Officers of the Company.

On or before the last day of April of each year beginning with the year
2002, the Company will file with the Trustee an Officers' Certificate stating
whether or not to the best knowledge of the signers thereof (one of whom shall
be the principal executive officer, principal financial officer or principal
accounting officer of the Company), the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture, and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.
For purposes of this paragraph, an Officers' Certificate with respect to any
such default shall be delivered without regard to any period of grace or
requirement of notice provided in this Indenture.

SECTION 10.10. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.04 to 10.07, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provisions or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

ARTICLE 11
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.

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SECTION 11.02. Election to Redeem; Notice to Trustee.

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

SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

69

SECTION 11.04. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Securities to be redeemed, at the address appearing in the
Security Register.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,

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

(e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price,

(f) for any Securities that by their terms may be converted, the terms of
conversion, the date on which the right to convert the Security to be redeemed
will terminate and the place or places where such Securities may be surrendered
for conversion, and

(g) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice of redemption mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Security shall not affect the
validity of the proceeding for the redemption of any other Security.

SECTION 11.05. Deposit of Redemption Price.

70

Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date, other than any Securities called for
redemption on that date which have been converted prior to the date of such
deposit.

If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall (subject to any right of the Holder
of such Security or any Predecessor Security to receive interest as provided in
the last paragraph of Section 3.07 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

SECTION 11.06. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest), such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

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

SECTION 11.07. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge to

71

the Holder, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

ARTICLE 12
SINKING FUNDS

SECTION 12.01. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been converted in accordance with their terms or which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such Series; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities to be so
redeemed (or at such other prices as may be specified for such Securities as
contemplated in Section 3.01), for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

72

SECTION 12.03. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 stating that such Securities have not been
previously used as a credit against any sinking fund payment and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

73

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

PITNEY BOWES INC.

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

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

Attest:

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

[NAME OF TRUSTEE]

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

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

74

STATE OF CONNECTICUT            )
)                  ss.:
COUNTY OF FAIRFIELD             )

On the ___ day of __________, 2001, before me personally came _________
______ and ______________________, to me known, who, being by me duly sworn,
did depose and say that they are the ______________ and the _________________,
respectively, of PITNEY BOWES INC., one of the corporations described in and
which executed the foregoing instrument; that each knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that each signed their names thereto by like authority.

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

STATE OF                   )
)       ss.:
COUNTY OF                  )

On the _________ day of ______________, 2001, before me personally came
__________ and _________________, to me known, who, being by me duly sworn, did
depose and say that they are each a Vice-President of [NAME OF TRUSTEE], one of
the corporations described in and which executed the foregoing instrument; that
they know the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that they signed their names
thereto by like authority.

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

EXHIBIT A

FORM OF SECURITY

Form of Face of Security

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "U.S.
DEPOSITARY"), TO PITNEY BOWES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE U.S. DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

PITNEY BOWES INC.

[Title of Security]

No. ....                                                                $ .....

Pitney Bowes Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .............................., or
registered assigns, the principal

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

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

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

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

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

A-2

Dated:

PITNEY BOWES INC.

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

Attest:

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

Trustee's Certificate of Authentication

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

------------------------------
as Trustee

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

A-3

Form of Reverse of Security

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of October __, 2001 (herein called the
"Indenture"), between the Company and ______________, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $......]. [The
aggregate principal amount of such series is $.....; provided that the Company
may increase such aggregate principal amount at any time.]

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on ........... in any year commencing with the year ......... and
ending with the year .............. through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [ on or after .........., 20....], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .......... ..,
....%, and if redeemed] during the 12-month period beginning ............... of
the years indicated,

Redemption                                     Redemption
Year                    Price                  Year                    Price

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

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on .......... in any
year commencing with the year ...... and ending with the year ...... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through

A-4

operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or after
..........], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12 month period beginning ............
of the years indicated,

===============================================================================
|               |                                |      Redemption Price For  |
|               |          Redemption Price      |      Redemption Otherwise  |
|               |           For Redemption       |          Than Through      |
|               |          Through Operation     |         Operation of the   |
|     Year      |        of the Sinking Fund     |          Sinking Fund      |
===============================================================================

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

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

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

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

[The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants, in
each

A-5

case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.]

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

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

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

As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and

A-6

offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.

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

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

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

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

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

A-7

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

A-8

EXHIBIT B

Form of Trustee's Certificate of Authentication

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

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

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

B-1

EXHIBIT 4.5

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

PITNEY BOWES INC.,
Issuer

TO

Trustee

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

Subordinated Indenture

Dated as of October__, 2001

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

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

TABLE OF CONTENTS
----------------------

PAGE
----

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Compliance Certificates and Opinions............................9
SECTION 1.03.  Form of Documents Delivered to Trustee.........................10
SECTION 1.04.  Acts of Holders................................................10
SECTION 1.05.  Notices, Etc., to Trustee and Company..........................11
SECTION 1.06.  Notice of Holders; Waiver......................................12
SECTION 1.07.  Conflict with Trust Indenture Act..............................12
SECTION 1.08.  Effect of Headings and Table of Contents.......................13
SECTION 1.09.  Successors and Assigns.........................................13
SECTION 1.10.  Separability Clause............................................13
SECTION 1.11.  Benefits of Indenture..........................................13
SECTION 1.12.  Governing Law..................................................13
SECTION 1.13.  Legal Holidays.................................................13

ARTICLE 2
SECURITY FORMS

SECTION 2.01.  Forms Generally................................................14
SECTION 2.02.  Securities in Permanent Global Form............................14

ARTICLE 3
THE SECURITIES

SECTION 3.01.  Amount Unlimited; Issuable in Series...........................16
SECTION 3.02.  Denominations..................................................18
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................19
SECTION 3.04.  Temporary Securities...........................................21
SECTION 3.05.  Registration, Registration of Transfer and Exchange............21
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities...............25
SECTION 3.07.  Payment of Interest; Interest Rights Preserved.................26
SECTION 3.08.  Persons Deemed Owners..........................................27
SECTION 3.09.  Cancellation...................................................27
SECTION 3.10.  Computation of Interest........................................28

PAGE
----

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01.  Satisfaction and Discharge of Indenture........................28
SECTION 4.02.  Defeasance of Securities of Any Series.........................29
SECTION 4.03.  Application of Trust Funds; Indemnification....................32
SECTION 4.04.  Reinstatement..................................................33

ARTICLE 5
REMEDIES

SECTION 5.01.  Events of Default..............................................33
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.............35
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
Trustee..............................................................36
SECTION 5.04.  Trustee May File Proofs of Claim...............................37
SECTION 5.05.  Trustee May Enforce Claims Without Possession of
Securities...........................................................38
SECTION 5.06.  Application of Money Collected.................................38
SECTION 5.07.  Limitation on Suits............................................38
SECTION 5.08.  Unconditional Right of Holders to Receive Principal,
Premium and Interest.................................................39
SECTION 5.09.  Restoration of Rights and Remedies.............................39
SECTION 5.10.  Rights and Remedies Cumulative.................................40
SECTION 5.11.  Delay or Omission Not Waiver...................................40
SECTION 5.12.  Control by Holders.............................................40
SECTION 5.13.  Waiver of Past Defaults........................................41
SECTION 5.14.  Undertaking for Costs..........................................41
SECTION 5.15.  Waiver of Usury, Stay or Extension Law.........................42

ARTICLE 6
THE TRUSTEE

SECTION 6.01.  Certain Duties and Responsibilities............................42
SECTION 6.02.  Notice of Defaults.............................................43
SECTION 6.03.  Certain Rights of Trustee......................................44
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.........45
SECTION 6.05.  May Hold Securities............................................45
SECTION 6.06.  Money Held in Trust............................................45
SECTION 6.07.  Compensation and Reimbursement.................................46
SECTION 6.08.  Disqualification; Conflicting Interests........................46
SECTION 6.09.  Corporate Trustee Required; Eligibility........................47

ii

PAGE
----

SECTION 6.10.  Resignation and Removal; Appointment of Successor..............47
SECTION 6.11.  Acceptance of Appointment by Successor.........................49
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
Business.............................................................50
SECTION 6.13.  Preferential Collection of Claims Against Company..............51
SECTION 6.14.  Appointment of Authenticating Agent............................51

ARTICLE 7
HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.  Company to Furnish Trustee Names and Addresses of
Holders..............................................................53
SECTION 7.02.  Preservation of Information; Communications to Holders.........53
SECTION 7.03.  Reports by Trustee.............................................53
SECTION 7.04.  Reports by Company.............................................54

ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms...........54
SECTION 8.02.  Successor Corporation Substituted..............................55

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............55
SECTION 9.02.  Supplemental Indentures with Consent of Holders................57
SECTION 9.03.  Execution of Supplemental Indentures...........................58
SECTION 9.04.  Effect of Supplemental Indentures..............................58
SECTION 9.05.  Conformity with Trust Indenture Act............................58
SECTION 9.06.  Reference in Securities to Supplemental Indentures.............59

ARTICLE 10
COVENANTS

SECTION 10.01.  Payment of Principal, Premium and Interest....................59
SECTION 10.02.  Maintenance of Office or Agency...............................59
SECTION 10.03.  Money for Securities Payments to Be Held in Trust.............60
SECTION 10.04.  Corporate Existence...........................................61
SECTION 10.05.  Payment of Taxes and Other Claims.............................61
SECTION 10.06.  Certificate of Officers of the Company........................62
SECTION 10.07.  Waiver of Certain Covenants...................................62

iii

PAGE
----

ARTICLE 11
REDEMPTION OF SECURITIES

SECTION 11.01.  Applicability of Article......................................62
SECTION 11.02.  Election to Redeem; Notice to Trustee.........................63
SECTION 11.03.  Selection by Trustee of Securities to Be Redeemed.............63
SECTION 11.04.  Notice of Redemption..........................................64
SECTION 11.05.  Deposit of Redemption Price...................................65
SECTION 11.06.  Securities Payable on Redemption Date.........................65
SECTION 11.07.  Securities Redeemed in Part...................................66

ARTICLE 12
SINKING FUNDS

SECTION 12.01.  Applicability of Article......................................66
SECTION 12.02.  Satisfaction of Sinking Fund Payments with Securities.........66
SECTION 12.03.  Redemption of Securities for Sinking Fund.....................67

ARTICLE 13
SUBORDINATION OF SECURITIES

SECTION 13.01.  Agreement to Subordinate......................................67
SECTION 13.02.  No Payment on Securities if Senior Indebtedness in
Default..............................................................68
SECTION 13.03.  Priority of Senior Indebtedness...............................69
SECTION 13.04.  Payment Permitted in Certain Situations.......................71
SECTION 13.05.  Company to Give Notice of Certain Events; Reliance by
Trustee..............................................................72
SECTION 13.06.  Subrogation of Securities.....................................73
SECTION 13.07.  Company Obligation to Pay Unconditional.......................73
SECTION 13.08.  Authorization of Holders of Securities to Trustee to Effect
Subordination........................................................74
SECTION 13.09.  No Waiver of Subordination Provisions.........................74
SECTION 13.10.  Notice to Trustee of Facts Prohibiting Payments...............75
SECTION 13.11.  Trustee May Hold Senior Indebtedness..........................75
SECTION 13.12.  All Indenture Provisions Subject to this Article..............75
SECTION 13.13.  Article Applicable to Paying Agents...........................75

TESTIMONIUM...................................................................77
SIGNATURE AND SEALS...........................................................77
ACKNOWLEDGMENTS...............................................................78

iv

PAGE
----

EXHIBIT A.      Form of Security.............................................A-1
EXHIBIT B.      Form of Certification........................................B-1

v

Reconciliation and tie1 between Trust Indenture Act of 1939, as amended, and

Subordinated Indenture, dated as of October __, 2001
between
Pitney Bowes Inc., Issuer
and
Trustee
----------------------------,

Trust Indenture                                                        Indenture
Act Section                                                            Section
ss.310  (a)(1)..............................................................6.09
(a)(2)..............................................................6.09
(a)(3)....................................................Not Applicable
(a)(4)....................................................Not Applicable
(b).................................................................6.08
6.10
ss.311  (a)..............................................................6.13(a)
(b)..............................................................6.13(b)
(b)(2).......................................................7.03(a)(ii)
7.03(b)
ss.312  (a).................................................................7.01
7.02(a)
(b)..............................................................7.02(b)
(c)..............................................................7.02(c)
ss.313  (a)..............................................................7.03(a)
(b)..............................................................7.03(b)
(c).....................................................7.03(a), 7.03(b)
(d)..............................................................7.03(c)
ss.314  (a)..................................................................704
(b).......................................................Not Applicable
(c)(1)..............................................................1.02
(c)(2)..............................................................1.02
(c)(3)....................................................Not Applicable
(d).......................................................Not Applicable
(e).................................................................1.02
ss.315  (a)..............................................................6.01(a)
(b).................................................................6.02
7.03(a)(6)
(c)..............................................................6.01(b)
---------
1 NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

Trust Indenture                                                        Indenture
Act Section                                                            Section
(d)..............................................................6.01(c)
(d)(1)........................................................6.01(a)(i)
(d)(2).......................................................6.01(c)(ii)
(d)(3)......................................................6.01(c)(iii)
(e).................................................................5.14
ss.316  (a).................................................................1.01
(a)(1)(A)...........................................................5.02
5.12
(a)(1)(B)...........................................................5.13
(a)(2)....................................................Not Applicable
(b).................................................................5.08
ss.317  (a)(1)..............................................................5.03
(a)(2)..............................................................5.04
(b)................................................................10.03
ss.318  (a)................................................................10.07

2

SUBORDINATED INDENTURE, dated as of October __ , 2001, between PITNEY
BOWES INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
World Headquarters, One Elmcroft Road, Stamford, Connecticut 06926-0700, and
______________, a banking corporation duly organized and existing under the
laws of _______________, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

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

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

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

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

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

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

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation;

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

(e) when used with respect to any Security, the words "convert",
"converted" and "conversion" are intended to refer to the right of the Holder
or the Company to convert or exchange such Security into or for securities or
other property in accordance with such terms, if any, as may hereafter be
specified for such Security as contemplated by Section 3.01, and these words
are not intended to refer to any right of the Holder or the Company to exchange
such Security for other Securities of the same series and like tenor pursuant
to Section 3.04, 3.05, 3.06, 9.06 or 11.07 or another similar provision of this
Indenture, unless the context otherwise requires; and references herein to the
terms of any Security that may be converted mean such terms as may be specified
for such Security as contemplated in Section 3.01.

Certain terms, used principally in Article 6, are defined in that Article.

"Act", when used with respect to any Holder, has the meaning specified in
Section 1.04.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Agent Member" means a member of, or participant in, a Depositary.

"Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.

"Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

2

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

"Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law to close.

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

"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time corporate trust business shall be principally administered. At
the date of execution of this Indenture the address of the Corporate Trust
Office is __________.

"Corporation" means corporation, association, company, joint stock company
or business trust.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more permanent global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities of that series.

3

"Event of Default" has the meaning specified in Section 5.01.

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

"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01.

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

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

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

"Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

4

(ii) Securities for whose payment or redemption (a) money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities or (b) U.S. Government Obligations as
contemplated by Section 4.02 in the necessary amount have been theretofore
deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.09 in trust for the Holders of such Securities in accordance
with Section 4.03; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee has been made;

(iii) Securities as to which Defeasance has been effected pursuant to
Section 4.02;

(iv) Securities which have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company; and

(v) Securities as to which any property deliverable upon conversion
thereof has been delivered (or such delivery has been duly provided for),
or as to which any other particular conditions have been satisfied, in
each case as may be provided for such Securities as contemplated in
Section 3.01;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 3.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar

5

equivalent, determined as of such date in the manner provided as contemplated
by Section 3.01, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Preferred Stock" as applied to the capital stock of any corporation means
stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets on any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
stock of any other class of such corporation.

6

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

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

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

"Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trustee Administration Department, including any
vice president, any assistant secretary, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

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

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

"Senior Indebtedness" means (a) all indebtedness of the Company for money
borrowed (including without limitation obligations of the Company in respect of
overdrafts, foreign exchange contracts, letters of credit, bankers'
acceptances, or any loan or advance from a bank whether or not evidenced by
promissory notes or other instruments) or incurred in connection with the
acquisition of property, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be subordinate or not superior in right
of payment to the Securities or to rank pari passu with the Securities and (b)
any amendments, renewals, extensions, modifications and refundings of any such
Senior Indebtedness, or debentures, notes or other evidences of indebtedness
issued in exchange for such Senior Indebtedness. The term "indebtedness of the
Company for money borrowed" as used in the foregoing sentence shall mean any
obligation of the Company (and any guaranty, endorsement or other contingent
obligation of the Company in respect of, or to purchase or otherwise acquire,
any obligation of another) for borrowed money evidenced by notes or other
written obligations, and any

7

indebtedness of the Company evidenced by bonds, notes or debentures or other
similar instruments. The term "indebtedness of the Company incurred in
connection with the acquisition of property" as used in the first sentence of
this definition shall mean any purchase money obligation (whether or not
secured by any lien or other security interest) created or assumed as all or
part of the consideration for the acquisition of property whether by purchase,
merger, consolidation or otherwise (but not including any account payable or
any other obligation created or assumed by the Company in the ordinary course
of business in connection with the obtaining of materials or services).

"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

"Subsidiary" means with respect to the Company, a corporation more than
50% of the outstanding Voting Stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "Voting Stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean only the Trustee with
respect to Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force on the date on which this instrument was executed; provided
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by such
amendment, the Trust Indenture of 1939 as so amended.

"U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by

8

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

"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

SECTION 1.02. Compliance Certificates and Opinions.

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

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include

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

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

(c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an

9

informed opinion as to whether or not such covenant or condition has been
complied with; and

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

SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

SECTION 1.04. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. If any
Securities are denominated in coin or currency other than that of the United

10

States, then for the purposes of determining whether the Holders of the
requisite principal amount of Securities have taken any action with respect to
the Securities of more than one series as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
Securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

SECTION 1.05. Notices, Etc., to Trustee and Company.

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

11

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

(b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

SECTION 1.06. Notice of Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

SECTION 1.07. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

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SECTION 1.08. Effect of Headings and Table of Contents.

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

SECTION 1.09. Successors and Assigns.

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

SECTION 1.10. Separability Clause.

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

SECTION 1.11. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the Parties hereto, any Authenticating Agent,
any Paying Agent, any Security Registrar and their successors hereunder, the
holders of any Senior Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 1.12. Governing Law.

This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION 1.13. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or any date on which a Holder has the right to
convert his Security, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any), or conversion of such
Security, need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity.

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ARTICLE 2
SECURITY FORMS

SECTION 2.01. Forms Generally.

The Securities of each series shall be in substantially the form set forth
in Exhibit A, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law or any rules or
regulations pursuant thereto, or with the rules of any securities exchange or
to conform to general usage, all as may consistently herewith be determined by
the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

The Trustee's certificates of authentication shall be in substantially the
form set forth in Exhibit B.

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.02. Securities in Permanent Global Form.

If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in permanent global
form, then notwithstanding Section 3.01(h) and the provisions of Section 3.02,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in permanent global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee or the Security Registrar in such manner and upon
instructions given by such Person or Persons as shall be specified in such
Security in permanent global

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form or in the Company Order to be delivered to the Trustee pursuant to Section
3.03 or Section 3.04. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Trustee or the Security Registrar shall deliver
and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in
the applicable Company Order. If a Company Order pursuant to Section 3.03 or
3.04 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a global Security
shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Officer's Certificate or an Opinion of Counsel, provided that
the permanent global Security to be endorsed, delivered or redelivered has
previously been covered by an Opinion of Counsel.

The provisions of the last sentence of Section 3.03 shall only apply to
any Security represented by a Security in permanent global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee or the Security Registrar the Security in permanent global form
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Officer's Certificate or an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03.

Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Security in permanent global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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ARTICLE 3
THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer's Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series

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

(b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03 of the Indenture, shall have not been issued and sold
by the Company and are therefore deemed never to have been authenticated and
delivered hereunder);

(c) the date or dates on which the principal of the Securities of the
series is payable;

(d) the Person to whom any interest on any Security of the series shall be
payable if other than as set forth in Section 3.07; the rate or rates at which
the Securities of the series shall bear any interest or the manner of
calculation of such rate or rates, if any, the date or dates from which any
such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date, for the interest payable
on any Interest Payment Date;

(e) the place or places where the principal of and any premium or interest
on Securities of the series shall be payable;

(f) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;

16

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

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

(i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

(j) if applicable, that the Securities of the Series, in whole or any
specified part, shall be defeasible pursuant to Section 4.02 or Section 10.08
or both Sections and if other than a Board Resolution, the manner in which any
election by the Company to defease those securities shall be evidenced;

(k) whether the Securities of the series are to be issuable in whole or in
part in permanent global form, without coupons, and, if so, (i) the form of any
legend or legends which shall be borne by any such permanent global Security in
addition to or in lieu of that set forth in Section 2.02, (ii) any
circumstances in addition to or in lieu of those set forth in Clause (2) of the
last paragraph of Section 3.05 in which such permanent global Security may be
exchanged in whole or in part for Securities registered, and in which any
transfer of such permanent global Security in whole or in part may be
registered, in the name of Persons other than the Depositary for such permanent
global Security or a nominee thereof and (iii) the Depositary with respect to
any such permanent global Security or Securities;

(l) the currency or currencies, including composite currencies, in which
payment of the principal of, and any premium and interest on, the Securities of
the series shall be payable if other than the currency of the United States of
America;

(m) if the principal of, or any premium or interest on, any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those
in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be
made and the amount so payable (or the manner in which such amount shall be
determined);

17

(n) if the amount of payments of principal of, or any premium or interest
on, the Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined;

(o) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);

(p) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.01;

(q) any addition to or change in the covenants set forth in Article Ten
which applies to any Securities of the series;

(r) the terms, if any, on which Holders of Securities may convert or
exchange any Securities of the series into any securities of any Person; and

(s) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 9.01(e)).

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth
in the Officer's Certificate referred to above or in any such indenture
supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 3.02. Denominations.

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The Securities of each series shall be issuable in registered form without
coupons and only in such denominations as shall be specified in accordance with
Section 3.01. In the absence of such provisions with respect to the Securities
of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, one of its Vice Presidents or its Treasurer, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and

(c) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations

19

of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to general
equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

Notwithstanding the foregoing and subject, in the case of a Security in
permanent global form, to Section 2.02, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
directing such cancellation and stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

20

SECTION 3.04. Temporary Securities.

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

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

SECTION 3.05. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

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

21

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

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and
ending at the close of business on the day of such day of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.

The provisions of Clauses (1) - (7) below shall apply only to permanent
global Securities:

(1) Each permanent global Security authenticated under this
Indenture shall be registered in the name of the Depositary
designated for such permanent global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such permanent global Security shall constitute a
single Security for all purposes of this Indenture.

22

(2) Notwithstanding any other provisions in this Indenture, no
permanent global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a permanent global Security
in whole or in part may be registered, in the name of any Person
other than the Depositary for such permanent global Security or a
nominee thereof unless (a) the Depositary notifies the Company
pursuant to Clause (4) of this Section that it is unwilling or unable
to continue as Depositary for such permanent global Security or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (b) if the
Company in its sole discretion determines pursuant to Clause (5) of
this Section that such permanent global Security shall be so
exchangeable or transferrable and executes and delivers to the
Security Registrar a Company Order providing that such permanent
global Security shall be so exchangeable or transferrable, (c) any
event shall have occurred and be continuing which, after notice or
lapse of time, or both, would become an Event of Default with respect
to the securities of the series of which such permanent global
Security is a part or (d) there shall exist such circumstances, if
any, in addition or in lieu of the foregoing as have been specified
for this purpose as contemplated by Section 3.01.

(3) Subject to Clause (2) above, any exchange of a permanent
global Security for other Securities may be made in whole or in part,
and all Securities issued in exchange for a permanent global Security
or any portion thereof shall be registered in such names as the
Depositary for such permanent global Security shall direct. The
Trustee shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

(4) If at any time the Depositary for any Securities of a series
represented by one or more global Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such
Securities or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as
amended, the Company shall appoint a successor Depositary with
respect to such Securities. If a successor Depositary for such
Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility
(and in any event before the Depositary surrenders such global
Security for exchange), the Company's

23

election that such Securities be represented by one or more global
Securities shall no longer be effective and the Company shall
execute, and the Trustee, upon receipt of an Officers' Certificate
for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the
principal amount of the global Security or Securities representing
such Securities in exchange for such global Security or Securities.

(5) The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one
or more global Securities shall no longer be represented by a global
Security or Securities. In such event the Company will execute, and
the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive
registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the global Security
or Securities representing such Securities, in exchange for such
global Security or Securities.

(6) Subject to Clause (2) above, with respect to Securities
represented by a global Security, the Depositary for such global
Security may surrender such global Security in exchange in whole or
in part for Securities of the same series in definitive registered
form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee
shall authenticate and deliver, without service charge,

(i) to the Person specified by such Depositary a new
Security or Securities of the same series, of any authorized
denomination as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person's
beneficial interest in the global Security; and

(ii) to such Depositary a new global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered global Security and the
aggregate principal amount of Securities authenticated and
delivered pursuant to clause 3.05(6)(i) above.

24

Upon the exchange of a global Security for Securities in
definitive registered form, in authorized denominations, such global
Security shall be canceled by the Trustee.

(7) Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a permanent global
Security or any portion thereof, whether pursuant to this Section,
Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a permanent
global Security, unless such Security is registered in the name of a
Person other than the Depositary for such permanent global Security
or a nominee thereof.

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

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

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

25

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

SECTION 3.07. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided that if that Security or its Predecessor Security
was originally issued on a date after a Regular Record Date and before the
following Interest Payment Date, the first payment of interest on such Security
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. Interest payable at Maturity (other than on a date which is an
Interest Payment Date) will be paid to the same Person to whom the principal
amount of this Security is payable.

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

(a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted

26

Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).

(b) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 3.09. Cancellation.

All Securities surrendered for payment, redemption, registration of
transfer or exchange, for credit against any sinking fund payment or for
conversion shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be

27

promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

SECTION 3.10. Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE 4
SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, registration of transfer or
exchange of Securities expressly provided for herein or in the terms of such
Security), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

(a) either

(i) all Securities theretofore authenticated and delivered (other
than (x) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (y) Securities
for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.03) have
been delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the Trustee for
cancellation

(A) have become due and payable, or

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

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(C) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company,

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section, the obligations of the Trustee under Section 4.03 and the
last paragraph of Section 10.03 shall survive.

SECTION 4.02. Defeasance of Securities of Any Series.

Unless otherwise specified pursuant to Section 3.01 with respect to the
Securities of any series, then notwithstanding Section 4.01, the Company shall
be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same) (hereinafter called
"Defeasance"), except as to:

(a) the rights of Holders of Securities to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and any
premium and each instalment of principal of and any premium or interest on the

29

Outstanding Securities of that series on the Stated Maturity of such principal
or instalment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of the Indenture and such Securities;

(b) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03; and

(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder;

provided that the following conditions have been satisfied:

(d) with reference to this provision the Company has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as trust funds in the
trust for purposes of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph (d) money in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
for such purposes, (A) the principal of and any premium and each instalment of
principal and any premium or interest on the Outstanding Securities of that
series on the Stated Maturity or the Redemption Date, as the case may be, of
such principal or instalment of principal or interest and (B) any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable, each in
accordance with the terms of this Indenture and of such Securities;

(e) such Defeasance shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest as defined in Section
6.08 and for purposes of the Trust Indenture Act with respect to the Securities
of any series;

(f) such Defeasance will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

30

(g) such Defeasance would not cause any Outstanding Security of such
series then listed on any nationally recognized securities exchange to be then
delisted as a result thereof;

(h) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of the series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

(i) the Company has delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and such Opinion of Counsel shall confirm that,
Holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposits, defeasance
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and that such Defeasance
would not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as
amended from time to time;

(j) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the Defeasance contemplated by this provision have been complied
with;

(k) No event or condition shall exist that, pursuant to the provisions of
Article 13, would prevent the Company from making payments of the principal of
(and any premium) or interest on the Securities of such series on the date of
such deposit or at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until such 90th day shall have ended); and

(l) The Company has delivered to the Trustee an Opinion of Counsel
substantially to the effect that (x) the trust funds deposited pursuant to this
Section will not be subject to any rights of holders of Senior Indebtedness,
including those arising under Article 13, and (y) after the 90th day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, except that if a court were to rule under any such
law in any case or proceeding that the trust funds remained property of the
Company, no opinion is given as to the effect of such laws on the trust funds
except the following: (A) assuming such trust funds

31

remained in the possession of the trustee with whom such funds were deposited
prior to such court ruling to the extent not paid to Holders of such
Securities, such trustee would hold, for the benefit of such Holders, a valid
and perfected security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, (B) such Holders would be entitled to receive adequate
protection of their interests in such trust funds if such trust funds were used
and (C) no property, rights in property or other interests granted to such
trustee (or the Trustee) or such Holders in exchange for or with respect to any
such funds would be subject to any prior rights of holders of Senior
Indebtedness, including those arising under Article 13.

SECTION 4.03. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 and
all money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 4.02 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 4.02. Money and U.S. Government Obligations
(including the proceeds thereof) so held in trust shall not be subject to the
provisions of Article 13, provided that the applicable conditions of Section
4.02 have been satisfied. All moneys deposited with the Trustee pursuant to
Section 4.01 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted shall be returned to the Company upon Company Request.

(b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 4.02 or the interest and principal received in
respect of such obligations other than any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 4.02 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount which then would
have been required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.

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SECTION 4.04. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 4.02 with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application or upon the occurrence of an Event of
Default, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 4.02
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
4.03 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

ARTICLE 5
REMEDIES

SECTION 5.01. Events of Default.

"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of
Article 13 or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(a) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or

(b) default in the payment of the principal of (or premium, if any on) any
Security of that series at its Maturity; or

(c) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or

33

(d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of a series of Securities other than that series), and continuance
of such default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of each series affected thereby a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

(e) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

(f) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for similar relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action; or

34

(g) any events of default provided with respect to Securities of that
Series.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default described in clause (a), (b), (c), (d) or (g) of
Section 5.01 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series (each such series voting as a separate class in the case of an Event of
Default under clause (a), (b), (c) or (g) of Section 5.01, and all such series
voting as one class in the case of such an Event of Default under clause (d) of
Section 5.01) may declare the principal amount (or, if the Securities of any
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If any Event of Default described in clause (e) or
(f) of Section 5.01 occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of
all the Outstanding Securities (voting as one class) may declare the principal
amount (or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities then Outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

(a) the Company has paid or deposited with the Trustee a sum sufficient to
pay

(i) the overdue interest on all Securities of the series,

(ii) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of

35

acceleration and interest thereon at the rate or rates prescribed therefor
in such Securities,

(iii) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

(iv) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustees, its agents and counsel and all other amounts due under 6.07;

and

(b) all Events of Default with respect to Securities of that series other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(a) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period
of 30 days, or

(b) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof

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

36

If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

SECTION 5.04. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company or any other obligor upon
the Securities or the property or creditors of the Company or of such other
obligor, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have the
claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
6.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or

37

the rights of any Holders hereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.06. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall, subject
to the subordination provisions hereof, be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 6.07; and

SECOND: To the payment of the amounts then due and unpaid
for principal of (and premium, if any) and interest on the
Securities in respect of which or for the benefit of which such
money has been collected ratably without preference or priority
of any kind according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest,
respectively.

SECTION 5.07. Limitation on Suits.

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

38

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

(b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

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

(e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of all Outstanding Securities of that series;

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

SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.09. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such

39

proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertions or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default which shall
have occurred and shall be continuing shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

SECTION 5.12. Control by Holders.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

(a) such direction shall not be in conflict with any rule of law or with
this Indenture,

(b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

(c) the Trustee shall have the right to decline any direction with respect
to which a Responsible Officer reasonably determines such direction will cause

40

the Trustee to incur any liability for which it shall not have been
adequately indemnified pursuant to Section 5.07.

SECTION 5.13. Waiver of Past Defaults.

The Holders of (i) not less than a majority in principal amount of the
Outstanding Securities of any series (each such series voting as a separate
class) may on behalf of the Holders of all Securities of such series waive any
past default with respect to such series and its consequences, or (ii) not less
than a majority in principal amount of the Outstanding Securities (voting as
one class) may on behalf of the Holders of all the Outstanding Securities
affected thereby waive any past default described in (d), (e) and (f) of
Section 5.01 with respect to the Securities of such series and its
consequences, except in any such case a default

(a) in the payment of the principal of (or premium, if any) or interest on
any Security of such series, or

(b) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 5.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, in the manner and to the extent
provided in the Trust Indenture Act; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25% in principal amount of the Outstanding Securities
of any series or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity or

41

Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date) or for the enforcement of the right to convert any
Security in accordance with its terms.

SECTION 5.15. Waiver of Usury, Stay or Extension Law.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension of law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE 6
THE TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities.

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

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

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

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

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

(i) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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

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

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

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

SECTION 6.02. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(d) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

43

SECTION 6.03. Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

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

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

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

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

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

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys

44

and the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee is not required to take notice or deemed to have notice of
any default or Event of Default hereunder, except an Event of Default under
Section 5.01(a), (b) or (c) if at the time it is serving as Paying Agent for
the Securities, unless a Responsible Officer of the Trustee (i) has actual
knowledge of such default or Event of Default or (ii) has received notice in
writing of such default or Event of Default from the Company or from the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series so affected, and in the absence of any such actual
knowledge or notice, the Trustee may conclusively assume that no default or
Event of Default exists; and

(i) the Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal and final payment of the
Securities.

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 6.05. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 6.06. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no

45

liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 6.07. Compensation and Reimbursement.

The Company agrees

(a) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expenses,
disbursements or advances as may be attributable to its negligence or bad
faith; and

(c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

(d) The Trustee shall have, and is hereby granted, a first priority lien
on all monies, securities and collateral (other than monies held in trust by
the Trustee for the purpose of paying the principal of, and any premium and
interest on, the Securities) held by or on behalf of the Trustee pursuant to
this Indenture for payment or reimbursement to the Trustee of its fees,
expenses and any other monies payable to it hereunder.

SECTION 6.08. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more

46

than one series or a trustee under any other indenture, or a fiscal agent under
any other fiscal agency agreement, of the Company.

SECTION 6.09. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in any State in the
United States of America or in the District of Columbia. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

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

(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Company, any court of competent

47

jurisdiction for the appointment of a successor Trustee with respect to the
Securities of  such series.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.08 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee with respect to the applicable series of Securities, or (B) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security of any
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to such series of Securities and the
appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor

48

Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

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

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series

49

as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

50

SECTION 6.13. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 6.14. Appointment of Authenticating Agent.

At any time the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

51

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

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

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

---------------------------
As Trustee,

By:
-----------------------------------------
As Authenticating Agent

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

52

ARTICLE 7
HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of the date of such list,
and

(b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

SECTION 7.02. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

SECTION 7.03. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

53

Reports so required to be transmitted annually shall be transmitted within
60 days after April 1 in each calendar year, commencing in 2002.

(b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 7.04. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the

54

performance of every covenant of this Indenture on the part of the Company to be
performed or observed;

(b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and

(c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 8.02. Successor Corporation Substituted.

Upon any consolidation by the Company with or merger by the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.

ARTICLE 9
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.

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

55

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

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

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

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

(e) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such
addition, change or elimination shall (A) neither (i) apply to Securities of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of such Securities with respect to such provision or (B) become
effective only when there is no such Security Outstanding; or

(f) to secure the Securities; or

(g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

(h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for and facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(i) to add to or change any of the provisions of this Indenture with
respect to any Securities that by their terms may be converted into any
securities

56

of any Person, in order to permit or facilitate the issuance, payment or
conversion of such Securities; or

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

SECTION 9.02. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture voting as one class, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under the Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or

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

(c) modify any of the provisions of this Section, Section 5.13 or Section
10.07, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however,
that

57

this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes
in this Section and Section 10.07, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.01(h).

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

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 9.04. Effect of Supplemental Indentures.

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

SECTION 9.05. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

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SECTION 9.06. Reference in Securities to Supplemental Indentures.

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

ARTICLE 10
COVENANTS

SECTION 10.01. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium or interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 10.02. Maintenance of Office or Agency.

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

The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation; provided, however, that no such designation or rescission shall in

59

any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any
such other office or agency.

SECTION 10.03. Money for Securities Payments to Be Held in Trust.

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

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of, or any
premium or interest on, any Securities of that Series, deposit (or, if the
Company has deposited any trust funds with a trustee pursuant to Section
4.02(d), cause such trustee to deposit) with a Paying Agent a sum sufficient to
pay the principal and any premium or interest so becoming due, such sum to be
held as provided in the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

(a) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent and

(b) at any time during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee

60

upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 10.04. Corporate Existence.

Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.05. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,

61

applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 10.06. Certificate of Officers of the Company.

On or before the last day of April of each year beginning with the year
2002, the Company will file with the Trustee an Officers' Certificate stating
whether or not to the best knowledge of the signers thereof (one of whom shall
be the principal executive officer, principal financial officer or principal
accounting officer of the Company), the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture, and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.
For purposes of this paragraph, an Officers' Certificate with respect to any
such default shall be delivered without regard to any period of grace or
requirement of notice provided in this Indenture.

SECTION 10.07. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.04 or 10.05, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provisions or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

ARTICLE 11
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.

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SECTION 11.02. Election to Redeem; Notice to Trustee.

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

SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

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SECTION 11.04. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Securities to be redeemed, at the address appearing in the
Security Register.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,

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

(e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price,

(f) for any Securities that by their terms may be converted, the terms of
conversion, the date on which the right to convert the Securities to be
redeemed will terminate and the place or places where such Securities may be
surrendered for conversion, and

(g) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice of redemption mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Security shall not affect the
validity of the proceeding for the redemption of any other Security.

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SECTION 11.05. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date, other than any Securities called for
redemption on that date which have been converted prior to the date of such
deposit.

If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall (subject to any right of the Holder
of such Security or any Predecessor Security to receive interest as provided in
the last paragraph of Section 3.07 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

SECTION 11.06. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest), such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

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

SECTION 11.07. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney

65

duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge to the Holder, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

ARTICLE 12
SINKING FUNDS

SECTION 12.01. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been converted in accordance with their terms or which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such Series; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities to be so
redeemed (or at such other prices as may be specified for such Securities as
contemplated in Section 3.01), for redemption through

66

operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 12.03. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 stating that such Securities have not been
previously used as a credit against any sinking fund payment and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

ARTICLE 13
SUBORDINATION OF SECURITIES

SECTION 13.01. Agreement to Subordinate.

The Company covenants and agrees, and each holder of Securities issued
hereunder by his acceptance thereof likewise covenants and agrees, that all
Securities issued hereunder shall be issued subject to the provisions of this
Article; and each person holding any Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The provisions of this Article are made for the benefit of the
Holders of Senior Indebtedness, and such Holders shall, at any time, be
entitled to enforce such provisions against the Company or any Holders.

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All Securities issued hereunder shall, to the extent and in the manner
hereinafter in this Article set forth, be subordinate and junior in right of
payment to the prior payment in full of all Senior Indebtedness.

Notwithstanding the foregoing, if a deposit referred to in Section 4.02(d)
is made pursuant to Section 4.02 with respect to any Securities (and provided
all other conditions set out in Section 4.02 shall have been satisfied with
respect to such Securities), then, when the 90th day after such deposit has
ended, no money or U.S. Government Obligations so deposited, and no proceeds
thereon, will be subject to any rights of holders of Senior Indebtedness,
including any such rights arising under this Article 13.

SECTION 13.02. No Payment on Securities if Senior Indebtedness in Default.

No payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Company being subordinated to the
payment of the Securities) on account of principal, premium, if any, sinking
funds or interest on the Securities or on account of the purchase or other
acquisition of Securities shall be made unless full payment of amounts then due
for principal, premium, if any, sinking funds and interest on all Senior
Indebtedness has been made or duly provided for; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article 12 by delivering and crediting pursuant to
Section 12.02 Securities which have been acquired (upon redemption or
otherwise) prior to such default in payment. No payment (including the making
of any deposit in trust with the Trustee in accordance with Section 4.01) on
account of principal, premium, if any, sinking funds or interest on the
Securities shall be made if, at the time of such payment or immediately after
giving effect thereto, (i) there shall exist a default in the payment of
principal, premium, if any, sinking funds or interest with respect to any
Senior Indebtedness, or (ii) there shall have occurred an event of default
(other than a default in the payment of principal, premium, if any, sinking
funds or interest) with respect to any Senior Indebtedness, as defined therein
or in the instrument under which the same is outstanding, permitting the
holders thereof to accelerate the maturity thereof, and such event of default
shall not have been cured or waived or shall not have ceased to exist. The
foregoing provision shall not prevent the Trustee from making payments on the
Securities from monies or securities deposited with the Trustee pursuant to the
terms of Section 4.01 if at the time such deposit was made or immediately after
giving effect thereto the conditions in clause (i) or (ii) of this Section did
not exist.

In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the

68

provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

SECTION 13.03. Priority of Senior Indebtedness.

In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization under Title 11 of the United States
Code or any other similar applicable Federal or state law, or other similar
proceedings in connection therewith, relative to the Company or to its
creditors, as such, or to its property, and in the event of any proceedings for
voluntary or involuntary liquidation, dissolution or other winding up of the
Company or assignment for the benefit of creditors or any other marshalling of
assets of the Company, whether or not involving insolvency or bankruptcy, then
the holders of Senior Indebtedness shall be entitled to receive payment in full
of all principal of and premium, if any, and interest on all Senior
Indebtedness including interest on such Senior Indebtedness after the date of
filing of a petition or other action commencing such proceeding, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, before the Holders
of the Securities are entitled to receive any payment on account of the
principal of or premium, if any, or interest on the Securities (except that
Holders of Securities shall be entitled to receive such payments from monies or
securities deposited with the Trustee pursuant to the terms of Section 4.01 if
at the time such deposit was made or immediately after giving effect thereto
the conditions in clause (i) or (ii) of Section 13.02 did not exist), and any
payment or distribution of any kind or character which may be payable or
deliverable in any such proceedings in respect of the Securities, including any
such payment or distribution which may be payable or deliverable by reason of
the payment of any other indebtedness of the Company being subordinated to the
payment of the Securities but excluding any such payment or distribution of
securities which are subordinate and junior in right of payment to the payment
of all Senior Indebtedness then outstanding, shall be paid by the person making
such payment or distribution directly to the holders of Senior Indebtedness to
the extent necessary to make payment in full of all Senior Indebtedness, after
giving effect to any concurrent payment or distribution to the holders of
Senior Indebtedness. In the event that any payment or distribution of cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the Securities, shall be
received by the Trustee or the Holders of the Securities in contravention of
this Section before all Senior Indebtedness is paid in full, or provision made
for the payment thereof, such payment or distribution shall be held in trust
for the benefit

69

of and shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, or to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, as their respective interests may appear,
to the extent necessary to pay in full all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness. Any taxes that have been withheld or
deducted from any payment or distribution in respect of the Securities, or any
taxes that ought to have been withheld or deducted from any such payment or
distribution that have been remitted to the relevant taxing authority, shall
not be considered to be an amount that the Trustee or the Holder of any
Security receives for purposes of this Section.

For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation or other entity provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior
Indebtedness which may at the time be outstanding to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, or the conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to, another Person upon the
terms and conditions set forth in Article 8, or the liquida tion or dissolution
of the Company following any such conveyance or transfer, shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer or lease of such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article 8.

In the event that any Security is declared due and payable before its
Stated Maturity because of the occurrence of an Event of Default (under
circumstances when the provisions of the first paragraph of this Section shall
not be applicable), the holders of the Senior Indebtedness outstanding at the
time the Securities of such series so become due and payable because of such
occurrence of such an Event of Default shall be entitled to receive payment in
full of all principal of and premium, if any, and interest on all Senior
Indebtedness or provisions shall be made for such payment in cash before the
Holders of the Securities of such series are entitled to receive any payment
(including any payment which may be payable

70

by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) on account of the principal of
or premium, if any, or interest on the Securities of such series or on account
of the purchase or other acquisition of Securities except that Holders of
Securities of such series shall be entitled to receive payments from monies or
securities deposited with the Trustee pursuant to the terms of Section 4.01, if
at the time of such deposit no Security of such series had been declared due
and payable before its expressed maturity because of the occurrence of an Event
of Default; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article 12 by
delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such declaration of
acceleration.

In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

Nothing in this Section shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

SECTION 13.04. Payment Permitted in Certain Situations.

Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 13.03 or under the other
conditions described in Section 13.02 or 13.03, from making payments at any
time of or on account of the principal of (and premium, if any) or interest on
the Securities or on account of the purchase or other acquisition of the
Securities, or (b) the application by the Trustee of any money deposited with
it hereunder to the payment of or on account of the principal of (and premium,
if any) or interest on the Securities or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the provisions of
this Article.

SECTION 13.05. Company to Give Notice of Certain Events; Reliance by
Trustee.

71

The Company shall give prompt written notice to the Trustee of any
insolvency or bankruptcy proceedings, any receivership, liquidation,
reorganization under Title 11 of the United States Code or any other similar
applicable Federal or state law, or similar proceedings and any proceedings for
voluntary liquidation, dissolution or winding up of the Company within the
meaning of this Article. The Trustee shall be entitled to assume that no such
event has occurred unless the Company or any one or more holders of Senior
Indebtedness or any trustee therefor has given such notice together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or the
authority of such trustee. Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, in the absence of its
negligence or bad faith, and any Holder of a Security shall be entitled to rely
conclusively upon a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article. In the event
that the Trustee determines, in good faith, that further evidence is required
with respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such person, as to the extent to which such person is entitled to participate
in such payment or distribution and as to other facts pertinent to the rights
of such person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such covenants and obligations as are
specifically set forth in this Indenture and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee. The Trustee does not have any fiduciary
duties to holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith pay over or distribute to Holders of
Securities or the Company or any other person, moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

Nothing in this Section shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

SECTION 13.06. Subrogation of Securities.

72

Subject to the payment in full of all Senior Indebtedness or the provision
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of indebtedness of the
Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation) to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company made on the Senior Indebtedness until
the principal of and premium, if any, and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payment over
pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities, or by the Trustee, shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of Securities, be deemed to be a payment or distribution by the
Company to or on account of Senior Indebtedness, and no payments or
distributions to the Trustee or the Holders of the Securities of cash, property
or securities payable or distributable to the holders of the Senior
Indebtedness to which the Trustee or the Holders of the Securities shall become
entitled pursuant to the provisions of this Section, shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to the
Holders of or on account of the Securities.

SECTION 13.07. Company Obligation to Pay Unconditional.

The provisions of this Article are solely for the purpose of defining the
relative rights of the holders of Senior Indebtedness on the one hand, and the
Holders of the Securities on the other hand, and nothing herein or elsewhere in
this Indenture or in the Securities shall (i) impair, as between the Company,
its creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute
(and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company), to pay to the Holders thereof the principal thereof and premium,
if any, and interest thereon in accordance with the terms of the Securities and
this Indenture; or (ii) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders
of the Senior Indebtedness; or (iii) prevent the Holders of the Securities or
the Trustee from exercising all remedies otherwise permitted by applicable law
or under the

73

Securities and this Indenture upon default under the Securities and this
Indenture, subject to the rights of holders of Senior Indebtedness under the
provisions of this Article to receive cash, property or securities otherwise
payable or deliverable to the Holders of the Securities.

SECTION 13.08. Authorization of Holders of Securities to Trustee to Effect
Subordination.

Each Holder of Securities by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 13.09. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

SECTION 13.10. Notice to Trustee of Facts Prohibiting Payments.

Notwithstanding any of the provisions of this Article or any other
provision of this Indenture, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any

74

payment of moneys to or by the Trustee, unless and until the Trustee shall have
received written notice thereof from the Company or from one or more holders of
Senior Indebtedness or from any trustee therefor, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or the
authority of such trustee, and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; provided, that, if
prior to the second business day preceding the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal of or premium, if any, or interest on
any Security), the Trustee shall not have received with respect to such moneys
the notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such day, and provided, further, that nothing
contained herein shall prevent conversions of the Securities in accordance with
the provisions of this Indenture.

SECTION 13.11. Trustee May Hold Senior Indebtedness.

The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness at the time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

SECTION 13.12. All Indenture Provisions Subject to this Article.

Notwithstanding anything herein contained to the contrary, all the
provisions of this Indenture shall be subject to the provisions of this
Article, so far as the same may be applicable thereto.

SECTION 13.13. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

75

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

PITNEY BOWES INC.

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

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

Attest:

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

[NAME OF TRUSTEE]

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

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

76

STATE OF CONNECTICUT            )
)                  ss.:
COUNTY OF FAIRFIELD             )

On the ___ day of __________, 2001, before me personally came___________
________ and ___________________, to me known, who, being by me duly sworn, did
depose and say that they are the ______________ and the ______________,
respectively, of PITNEY BOWES INC., one of the corporations described in and
which executed the foregoing instrument; that each knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that each signed their names thereto by like authority.

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

STATE OF                         )
)       ss.:
COUNTY OF                        )

On the _________ day of ______________, 2001, before me personally came
______________ and ______________, to me known, who, being by me duly sworn,
did depose and say that they are each a Vice-President of [NAME OF TRUSTEE],
one of the corporations described in and which executed the foregoing
instrument; that they know the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that they signed their names
thereto by like authority.

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

EXHIBIT A

FORM OF SECURITY

Form of Face of Security

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "U.S.
DEPOSITARY"), TO PITNEY BOWES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE U.S. DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

PITNEY BOWES INC.

[Title of Security]

No. ....                                                                 $ .....

Pitney Bowes Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .............................., or
registered assigns, the principal

A-1

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

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

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of, premium, if any, and interest on,
the Securities to the payment in full of all Senior Indebtedness as defined in
the Indenture which further provisions shall for all purposes have the same
effect as if set forth at this place.

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

A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

PITNEY BOWES INC.

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

Attest:

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

Trustee's Certificate of Authentication

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

------------------------------------
as Trustee

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

A-3

Form of Reverse of Security

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Subordinated Indenture, dated as of October __, 2001
(herein called the "Indenture"), between the Company and ________________, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof
[, limited in aggregate principal amount to $......]. [The aggregate principal
amount of such series is $..............; provided that the Company may
increase such aggregate principal amount at any time.]

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on ........... in any year commencing with the year ......... and
ending with the year .............. through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [ on or after .........., 20....], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .......... ..,
....%, and if redeemed] during the 12-month period beginning ............... of
the years indicated,

Redemption                                     Redemption
Year                    Price                  Year                    Price

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

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on .......... in any
year commencing with the year ...... and ending with the year ...... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through

A-4

operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or after
..........], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12 month period beginning ............
of the years indicated,

===============================================================================
|               |                                |      Redemption Price For  |
|               |          Redemption Price      |      Redemption Otherwise  |
|               |           For Redemption       |          Than Through      |
|               |          Through Operation     |         Operation of the   |
|     Year      |        of the Sinking Fund     |          Sinking Fund      |
===============================================================================

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

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

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

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

[The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants, in
each

A-5

case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.]

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

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

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

As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and

A-6

offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.

The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness, whether
outstanding at the date of the Indenture or thereafter incurred, and this
Security is issued subject to the provisions of the Indenture with respect to
such subordination. Each Holder of this Security, by accepting the same, agrees
to and shall be bound by such provisions and authorizes and directs the Trustee
in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee his
attorney-in-fact for such purpose. Each Holder hereof, by his or her acceptance
hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter created, incurred, assumed or guaranteed,
and waives reliance by each such holder upon said provisions.

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

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

The Securities of this series are issuable only in registered form without
coupons in denominations of $.... and any integral multiple thereof. As
provided

A-7

in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

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

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

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

A-8

EXHIBIT B

Form of Trustee's Certificate of Authentication

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

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

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

B-1

Exhibit 5.1

[DAVIS POLK & WARDWELL LETTERHEAD]

October 26, 2001

Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700

Ladies and Gentlemen:

We have acted as counsel to Pitney Bowes Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering from
time to time, as set forth in the Registration Statement, the form of
prospectus contained therein (the "Prospectus") and one or more supplements to
the Prospectus (each, a "Prospectus Supplement"), of preferred stock
("Preferred Stock"), preference stock ("Preference Stock"), depositary shares
("Depositary Shares") representing Preferred Stock or Preference Stock, in each
case evidenced by depositary receipts (the "Receipts"), and debt securities
("Debt Securities") of the Company, having an aggregate initial public offering
price not to exceed U.S. $2,000,000,000, on terms to be determined at the time
of the offering. If so indicated in a Prospectus Supplement, the Preferred
Stock, Preference Stock and Debt Securities may be convertible into Common
Stock of the Company. The Common Stock, Preferred Stock, Preference Stock,
Depositary Shares and Debt Securities are collectively referred to herein as
the "Securities." All capitalized terms which are not defined herein shall have
the meanings assigned to them in the Registration Statement.

The Depositary Shares will be issued pursuant to a deposit agreement (the
"Deposit Agreement") between the Company and a bank or trust company to be
selected by the Company, as depositary (the "Depositary"). The Debt Securities
will be issued pursuant to (i) a senior indenture (the "Senior Indenture") or
(ii) a subordinated indenture (the "Subordinated Indenture").

In arriving at the opinions expressed below, we have examined (i) the
Restated Certificate of Incorporation and Bylaws of the Company, as amended to
date, (ii) the Registration Statement, (iii) the Prospectus , (iv) the Senior
Indenture and the Subordinated Indenture and (v) the originals or copies
certified or otherwise identified to our satisfaction of such other instruments
and other certificates of public officials, officers and representatives of the
Company and such other persons, and we have made such investigations of law, as
we have deemed appropriate as a basis for the opinions expressed below.

Based on the foregoing, and subject to the limitations and other
qualifications set forth below:

1. With respect to the Preferred Stock, assuming the (a) taking by the
Board of Directors of the Company (the "Board")of all necessary corporate
action to authorize and approve the issuance of a series of the Preferred
Stock, (b) due filing with the Office of the Secretary of State

of Delaware of the applicable Certificate of Designation for the particular
series of Preferred Stock to be issued and (c) due issuance and delivery of
such series of the Preferred Stock, upon payment therefor in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board, such series of the Preferred Stock will be validly issued, fully
paid and nonassessable.

2. With respect to the Preference Stock, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance
of a series of the Preference Stock, (b) due filing with the Office of the
Secretary of State of Delaware of the applicable Certificate of Designation for
the particular series of Preference Stock to be issued and (c) due issuance and
delivery of such series of the Preference Stock, upon payment therefor in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board, such series of the Preference Stock will be
validly issued, fully paid and nonassessable.

3. With respect to the Depositary Shares, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance
and terms of the series of Preferred Stock or Preference Stock to be issued in
connection therewith, (b) due filing with the Office of the Secretary of State
of Delaware of the applicable Certificate of Designation for the particular
series of Preferred Stock or Preference Stock to be issued, (c) terms of the
Depositary Shares and of their issuance and sale have been duly established in
conformity with the terms of the Deposit Agreement, (d) due issuance and
delivery of such series of Preferred Stock or Preference Stock, upon payment of
the consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the
Company and (e) Receipts evidencing the Depositary Shares are duly issued
against the deposit of the applicable series of Preferred Stock or Preference
Stock in accordance with the Deposit Agreement, such Receipts will be validly
issued and entitle the holders thereof to the rights specified in the Deposit
Agreement.

4. With respect to any series of Debt Securities to be issued under the
Senior Indenture, we are of the opinion that, when (a) the Senior Indenture and
the applicable supplement thereto, if any, has been duly authorized and validly
executed and delivered by the Company and the Trustee, (b) the Senior Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, (c)
the Company has taken all necessary action to approve the issuance and terms of
such series of Debt Securities, the terms of the offering thereof and related
matters and (d) such series of Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the terms of the Senior
Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Company upon payment (or delivery) of the
consideration therefor provided for therein, such series of Debt Securities
will be legally issued and will constitute valid and legally binding
obligations of the Company.

5. With respect to any series of Debt Securities to be issued under the
Subordinated Indenture, we are of the opinion that, when (a) the Subordinated
Indenture and the applicable supplement thereto, if any, has been duly
authorized and validly executed and delivered by the Company and the Trustee,
(b) the Subordinated Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, (c) the Company has taken all necessary
action to approve the issuance and terms of such series of Debt Securities, the
terms of the offering thereof and related matters and (d) such series of Debt
Securities have been duly executed, authenticated, issued and delivered in
accordance with the terms of the Subordinated Indenture and the applicable
definitive 

2

purchase, underwriting or similar agreement approved by the Company upon
payment (or delivery) of the consideration therefor provided for therein, such
series of Debt Securities will be legally issued and will constitute valid and
legally binding obligations of the Company.

6. With respect to Common Stock to be issued upon conversion of the Debt
Securities, Preferred Stock or Preference Stock, we are of the opinion that,
when (a) the Board has taken all necessary corporate action to authorize and
approve the issuance of a series of Debt Securities, Preferred Stock or
Preference Stock convertible into Common Stock and the Company has taken all
necessary action to approve the issuance of such Common Stock upon conversion
of the Debt Securities, Preferred Stock or Preference Stock, as the case may
be, the terms of the offering thereof and related matters and (b) such Common
Stock has been issued and delivered in accordance with the terms of the
applicable Debt Securities, Preferred Stock or Preference Stock,as the case may
be, such Common Stock will be validly issued, fully paid and nonassessable.

We hereby consent to the use of the foregoing opinion as Exhibit 5.1 to
the Company's Registration Statement filed with the United States Securities
and Exchange Commission under the Securities Act with respect to the
above-mentioned Securities and to the use of our name in such Registration
Statement under the heading "Validity of the Securities" and in the related
Prospectus Supplement(s). The issuance of such a consent does not concede that
we are an "expert" for purposes of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell

3

Exhibit 12.1

PITNEY BOWES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)

Six months                                  Years Ended 
ended June 30,                               December 31,
----------------------    ---------------------------------------------------------------

2001       2000(2)       2000(2)       1999(2)     1998(2)       1997(2)     1996(2)
----       -------       -------       -------     -------       -------     -------
(Dollars in thousands)

Income from continuing
operations before
income taxes.......................  $447,135    $408,196       $802,848     $823,942    $658,662     $605,788     $520,785
Add:
Interest expense.................    99,126      98,967        200,957      175,699     156,284      157,322      161,222
Portion of rents
representative of
the interest factor.............    21,345      21,339         34,512       33,042      36,403       38,284       39,634
Amortization of
capitalized interest............       486         486            973          973         973          914          914
Minority interest in
the income of
subsidiary with
fixed charges...................     6,009       6,825         14,237       12,033      12,425       11,322        8,121
-----       -----         ------       ------      ------       ------        -----
Income as adjusted..................  $574,101    $535,813     $1,053,527   $1,045,689   $ 864,747     $813,630     $730,676
========    ========     ==========   ==========   =========     ========     ========
Fixed charges:
Interest expense...............     $99,126    $ 98,967       $200,957     $175,699    $156,284    $157,322      $161,222
Capitalized interest.............         -       1,513          2,383        1,316           -            -        1,201
Portion of rents
representative of
the interest factor.............    21,345      21,339         34,512       33,042      36,403       38,284       39,634
Minority interest,
excluding taxes, in
the income of
subsidiary with
fixed charges...................     9,208       9,958         20,298       17,610      18,468       16,856       11,391
-----       -----         ------       ------      ------       ------       ------
$129,679    $131,777       $258,150     $227,667    $211,155     $212,462     $213,448
========    ========       ========     ========    ========     ========     ========

Ratio of earnings to
fixed charges......................      4.43        4.07           4.08         4.59        4.10         3.83         3.42
Ratio of earnings to
fixed

charges
excluding minority
interest...........................      4.72        4.34           4.37         4.92        4.42         4.10         3.58
<FN>
---------
(1)    The computation of the ratio of earnings to fixed charges has been
computed by dividing income from continuing operations before income
taxes as adjusted by fixed charges. Included in fixed charges is
one-third of rental expense as the representative portion of interest.

(2)     Amounts reclassified to reflect Office Systems, CPLC and AMIC as
discontinued operations. Interest expense and the portion of rents
representative of the interest factor of these discontinued operations
have been excluded from fixed charges in the computation.

Including these amounts in fixed charges, the ratio of earnings to fixed
charges would be 4.27, 3.96, 3.95, 4.37, 3.56, 3.75 and 3.39 for the six
months ended June 30, 2001 and 2000 and the years ended December 31,
2000, 1999, 1998, 1997, and 1996, respectively. The ratio of earnings to
fixed charges excluding minority interest would be 4.54, 4.21, 4.21,
4.66, 3.78, 4.00 and 3.54 for the six months ended June 30, 2001 and
2000 and the years ended December 31, 2000, 1999, 1998, 1997, and 1996,
respectively.
</FN>

Exhibit 12.2

PITNEY BOWES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
AND PREFERENCE STOCK
DIVIDENDS(1)

Six Months Ended 
June 30,                                        Years Ended December 31,
-----------------------      --------------------------------------------------------------

2001     2000(2)         2000(2)         1999(2)     1998(2)       1997(2)     1996(2)
----     -------         -------         -------     -------       -------     -------
(Dollars in thousands)

Income from continuing
operations before
income taxes.......................     $447,135      $408,196       $802,848       $823,942    $658,662      $605,788     $520,785
Add:
Interest expense.................       99,126        98,967        200,957        175,699     156,284       157,322      161,222
Portion of rents
representative of
the interest factor.............       21,345        21,339         34,512         33,042      36,403        38,284       39,634
Amortization of
capitalized interest............          486           486            973            973         973           914          914
Minority interest in
the income of
subsidiary with
fixed charges...................        6,009         6,825         14,237         12,033      12,425        11,322        8,121
-----         -----         ------         ------      ------        ------        -----
Income as adjusted..................     $574,101     $ 535,813     $1,053,527     $1,045,689    $864,747      $813,630     $730,676
========     =========     ==========     ==========    ========      ========     ========
Fixed charges:
Interest expense...............        $99,126      $ 98,967       $200,957       $175,699    $156,284      $157,322     $161,222
Capitalized interest.............            -         1,513          2,383          1,316           -             -        1,201

Preferred and Preference dividends...      104           104            200            221         245           268          274
Portion of rents
representative of
the interest factor.............       21,345        21,339         34,512         33,042      36,403        38,284       39,634
Minority interest,
excluding taxes, in
the income of
subsidiary with
fixed charges...................        9,208         9,958         20,298         17,610      18,468        16,856       11,391
-----         -----         ------         ------      ------        ------       ------
$129,783      $131,881       $258,350       $227,888

$211,400      $212,730     $213,722
========      ========       ========       ========    ========      ========     ========
Ratio of earnings to
fixed charges......................         4.42          4.06           4.08           4.59        4.09          3.82         3.42
Ratio of earnings to
fixed charges
excluding minority
interest...........................         4.71          4.34           4.37           4.92       4.42           4.10         3.57
<FN>
---------
(1)    The computation of the ratio of earnings to fixed charges has been
computed by dividing income from continuing operations before income
taxes as adjusted by fixed charges. Included in fixed charges is
one-third of rental expense as the representative portion of interest.

(2)     Amounts reclassified to reflect Office Systems, CPLC and AMIC as
discontinued operations. Interest expense and the portion of rents
representative of the interest factor of these discontinued operations
have been excluded from fixed charges in the computation.

Including these amounts in fixed charges, the ratio of earnings to fixed
charges would be 4.27, 3.94, 3.94, 4.36, 3.56, 3.74 and 3.39 for the six
months ended June 30, 2001 and 2000 and the years ended December 31,
2000, 1999, 1998, 1997, and 1996, respectively. The ratio of earnings to
fixed charges excluding minority interest would be 4.53, 4.19, 4.21,
4.65, 3.78, 4.00 and 3.54 for the six months ended June 30, 2001 and
2000 and the years ended December 31, 2000, 1999, 1998, 1997, and 1996,
respectively.
</FN>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 22, 2001 relating to the
financial statements, which appears on page 65 of the 2000 Annual Report to
Shareholders of Pitney Bowes Inc., which is incorporated by reference in the
Pitney Bowes Inc. Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the incorporation by reference of our report dated
January 22, 2001 relating to the Financial Statement Schedule, which appears on
page 19 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Stamford, CT
October 26, 2001

Exhibit 23.2

CONSENT OF SARA E. MOSS, ESQ.

October 26, 2001

I hereby consent to the use of my name under the caption "Validity of the
Securities" in the Prospectus contained in the Registration Statement on Form
S-3 of Pitney Bowes Inc. The issuance of such a consent does not concede that I
am an "Expert" for purposes of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Sara E. Moss, Esq.

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM T-1

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

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) |X|

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

SUNTRUST BANK
(Exact name of trustee as specified in its charter)

303 Peachtree Street           30308                  58-0466330
30th Floor             (Zip Code)   (I.R.S. employer identification no.)
Atlanta, Georgia
(Address of principal executive
offices)
-----------------------

Jack Ellerin
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7296
(Name, address and telephone number of agent for service)

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

PITNEY BOWES INC.

Delaware                                       06-0495050
(State or other jurisdiction of                (IRS employer identification no.)
incorporation or organization)

World Headquarters                                  06926-0700
One Elmcroft Road                                  (Zip Code)
Stamford, Connecticut
(Address of principal executive
offices)
-----------------------

All debt securities issued and sold on a delayed basis
pursuant to Registration Statement No. 333-__________
(Title of the indenture securities)

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

1.   General information.
-------------------

Furnish the following information as to the trustee-

Name and address of each examining or supervising authority to which
it is subject.

Department of Banking and Finance,
State of Georgia
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes.

2.   Affiliations with Obligor.
-------------------------

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

3-12 No responses are included for Items 3 through 12. Responses to those Items
---- are not required because, as provided in General Instruction B and as set
forth in Item 13(b), the obligor is not in default on any securities
issued under indentures under which SunTrust Bank is a trustee.

13.  Defaults by the Obligor.
-----------------------

(a)  State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.

There is not and has not been any default under this indenture.

(b)  If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.

There has not been any such default.

14-15    No responses are included for Items 14 and 15. Responses to those
----     Items are not required because, as provided in General Instruction (b)
to Item 13, the obligor is not in default in default on any securities
issued under indentures under which SunTrust Bank is a trustee.

2

16.  List of Exhibits.
----------------

List below all exhibits filed as a part of this statement of eligibility;
exhibits identified in parentheses are filed with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939, as amended, and Rule 24 of the
Commission's Rules of Practice.

(1)  A copy of the Articles of Amendment and Restated Articles of
Association of the trustee as now in effect.

(2)  A copy of the certificate of authority of the trustee to commence
business. (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by
Sabre Holdings Corporation)

(3)  A copy of the authorization of the trustee to exercise corporate
trust powers. (Exhibits 2 and 3 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation)

(4)  A copy of the existing by-laws of the trustee.

(5)  Not applicable.

(6)  The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.

(7)  A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority as of the close of business on June 30, 2001.

(8)  Not applicable.

(9)  Not applicable.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 26th day
of October, 2001.

SUNTRUST BANK

By:  /s/ Jack L. Ellerin
----------------------------------
Jack L. Ellerin
Assistant Vice President

4

EXHIBIT 1 TO FORM T-1

ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK

(ATTACHED)

5

ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION OF
SUNTRUST BANK

Pursuant to the Financial Institutions Code of Georgia, SunTrust Bank, a
Georgia banking corporation (the "Bank"), submits Articles of Amendment and
Restated Articles of Incorporation and shows as follows:

1.

The Bank was chartered by a special act of the General Assembly of Georgia
approved on September 21, 1891 with banking and trust powers.

2.

The Bank's main office is located at One Park Place, N.E., Atlanta, Fulton
County, Georgia, 30302.

3.

By a written consent and waiver of notice dated August 8, 2000, the sole
shareholder of the 4,320,000 shares of Common Stock then outstanding and
entitled to vote did authorize, approve and adopt these Articles of Amendment
and Restated Articles of Incorporation of the Bank, as submitted by a
Resolution of the Board of Directors, and as set forth in Paragraph 4 below.
The Bank has only one class of stock authorized, issued and outstanding.

4.

The Articles of Incorporation of the Bank shall be amended by changing the
address of the registered office in Article IV, authorizing the issuance of
preferred stock in Article VI, and by restating in their entirety the Articles
of Incorporation, as heretofore amended, and substituting therefor in all
respects, the Restated Articles of Incorporation as follows:

6

RESTATED
ARTICLES OF INCORPORATION
OF

SUNTRUST BANK

Article I

The name of the bank is SunTrust Bank (the "Bank").

Article II

The Bank is organized pursuant to the provisions of the Financial
Institutions Code of Georgia.

Article III

The Bank shall have perpetual duration.

Article IV

The principal place of business of the Bank is located in Atlanta, Fulton
County, Georgia, and the Bank may establish branches or agencies at other
places in Georgia or elsewhere. The address of the main office of the Bank is
303 Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30308.

Article V

The purposes for which the Bank is organized are to act as a bank and as a
trust company and to enjoy and be subject to the powers and restrictions of a
bank and a trust company under the laws of the State of Georgia, and to conduct
any other businesses, to exercise any powers, and to engage in any other
activities not specifically prohibited to corporations organized to act as a
bank and as a trust company under the laws of the State of Georgia.

Article VI

Section 6.01. The aggregate number of common shares which the Bank has
authority to issue is 4,750,000, all of which are of one class only, each such
share having a par value of $5.00 (the "Common Stock"). The Bank shall also
have authority to issue 15,000 shares of preferred stock, par value $1,000 per
share (the "Preferred Stock").

Section 6.02. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series A Non-Cumulative Preferred Stock,
consisting of 1,000 shares, is hereby established and authorized to be issued,
and in addition to such matters specified elsewhere in this Article VI, such
Series A Non-Cumulative Preferred Stock shall have the following powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock
shall be designated as the Series A Non-Cumulative Preferred Stock ("Series A
Preferred Stock"), and the number of shares constituting the Series A Preferred
Stock shall be 1,000. The liquidation 

7

preference of the Series A Preferred Stock shall be $100,000 per share ("Series
A Liquidation Value").

(b) Maturity. The Series A Preferred Stock has no stated maturity and will
not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series A Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Bank, rank (i)
senior to all classes and series of Common Stock of the Bank and to all classes
and series of equity securities of the Bank now or hereafter authorized, issued
or outstanding, which by their terms expressly provide that they are junior to
the Series A Preferred Stock as to dividend distributions and distributions
upon the liquidation, dissolution or winding up of the Bank, or which do not
specify their rank (collectively with the Common Stock, the "Series A Junior
Securities"); (ii) on a parity with the Series B Preferred Stock and each other
class or series of equity securities issued by the Bank after the date hereof,
the terms of which specifically provide that such class or series will rank on
a parity with the Series A Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the Bank
(collectively with the Series B Preferred Stock, the "Series A Parity
Securities"); and (iii) junior to each other class or series of equity
securities issued by the Bank after the date hereof, the terms of which
specifically provide that such class or series will rank senior to the Series A
Preferred Stock as to dividend distributions and distributions upon the
liquidation, dissolution or winding up of the Bank (collectively, the "Series A
Senior Securities"), provided that any such Series A Senior Securities and
Series A Parity Securities issued after the date hereof that are not approved
by the holders of Series A Preferred Stock as required by Section 6.02(i)(i)(D)
hereof shall be deemed to be Series A Junior Securities and not Series A Senior
Securities or Series A Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series A Preferred Stock as
follows:

(i) The holders of shares of the Series A Preferred Stock in
preference to the Series A Junior Securities shall be entitled to receive,
out of funds legally available for that purpose, and when, as, and if
declared by the Board of Directors of the Bank, preferential
non-cumulative dividends payable in cash at the annual rate of nine
percent (9.00%) of the Series A Liquidation Value (the "Series A Dividend
Rate").

(ii) Dividends on the Series A Preferred Stock shall be
non-cumulative. Dividends not paid on any Series A Dividend Payment Date
shall not accumulate thereafter. Dividends shall accumulate from the first
day of any Series A Dividend Period to but excluding the immediately
succeeding Series A Dividend Payment Date. Dividends, if and when
declared, shall be payable in arrears in cash on each Series A Dividend
Payment Date of each year with respect to the Series A Dividend Period
ending on the day immediately prior to such Series A Dividend Payment Date
at the Series A Dividend Rate to holders of record at the close of
business on the applicable Record Date, commencing on March 31, 2001 with
respect to any shares of Series A Preferred Stock issued prior to that
Series A Dividend Payment Date; provided that dividends payable on the
Series A Preferred Stock on the initial Series A Dividend Payment Date
(and any dividend payable for a period less than a full semiannual period)
shall be prorated for the period and computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days in such Series
A Dividend Period; and provided, further, that dividends payable on the
Series A Preferred Stock on the initial Series A Dividend

8

Payment Date shall include any accumulated and unpaid dividends on the
Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation
exchanged for the Series A Preferred Stock as of the Exchange Date for the
then current dividend period. Dividends on such Series A Preferred Stock
shall be paid only in cash.

(iii) No dividends on shares of Series A Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Board of Directors or paid or set apart for payment by the Bank at such
time as the terms and provisions of any agreement of the Bank, including
any agreement relating to its indebtedness, prohibits such declaration,
payment or setting apart for payment or provides that such declaration,
payment or setting apart for payment would constitute a breach thereof or
a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

(iv) Holders of shares of Series A Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series A Preferred Stock.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment on the shares of Series A Preferred Stock
that may be in arrears.

(v) (A) So long as any shares of Series A Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for payment
or other distribution upon any Series A Junior Securities (other than
dividends or distributions paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Series A Junior Securities
and other than as provided in clause (B) below), nor shall any shares of
any Series A Junior Securities or any Series A Parity Securities be
redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or set aside or made available for a sinking fund for
the redemption of any shares of any such stock) by the Bank (except by
conversion into or exchange for shares of, or options, warrants or rights
to subscribe for or purchase, Series A Junior Securities) whenever, in
each case, full non-cumulative dividends on all outstanding shares of the
Series A Preferred Stock for the related Series A Dividend Period shall
not have been declared and paid, when due, for the two consecutive Series
A Dividend Periods terminating on or immediately prior to the date of
payment in respect of such dividend, distribution, redemption, purchase or
acquisition.

(B) When dividends for any dividend period are not paid in full, as
provided in clause (A) above, on the shares of the Series A Preferred
Stock or any Series A Parity Securities, dividends may be declared and
paid on any such shares for any dividend period therefor, but only if such
dividends are declared and paid pro rata so that the amount of dividends
declared and paid per share on the shares of the Series A Preferred Stock
and any Series A Parity Securities, in all cases shall bear to each other
the same ratio that the amount of unpaid dividends per share on the shares
of the Series A Preferred Stock for such Series A Dividend Period and such
Series A Parity Securities for the corresponding dividend period bear to
each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series A Preferred Stock 

9

then outstanding shall be entitled to be paid out of the assets of the
Bank available for distribution to its stockholders an amount in cash
equal to the Series A Liquidation Value for each share outstanding, plus
an amount in cash equal to all accumulated and unpaid dividends thereon
for the then current Series A Dividend Period, whether or not earned or
declared, before any payment shall be made or any assets distributed to
the holders of Series A Junior Securities. If the assets of the Bank are
not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of the Series A Preferred Stock and any
Series A Parity Securities, then the holders of all such shares shall
share ratably in such distribution of assets in accordance with the amount
which would be payable on such distribution if the amounts to which the
holders of outstanding shares of Series A Preferred Stock and the holders
of outstanding shares of such Series A Parity Securities are entitled were
paid in full. After payment of the full amount of the liquidation
preference, plus any accumulated and unpaid dividends for the then current
Series A Dividend Period, to which holders of Series A Preferred Stock are
entitled, holders of Series A Preferred Stock will have no right or claim
to any remaining assets of the Bank.

(ii) For the purpose of this Section 6.02(e), neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the
property or assets of the Bank, nor the consolidation or merger of the
Bank, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Bank, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series A Preferred Stock is not redeemable prior to
March 31, 2021. On or after such date, the Series A Preferred Stock shall be
redeemable, in whole or in part, at the option of the Bank, but only with the
prior written approval of the Federal Reserve and, if such approval is then
required under any applicable law, rule, guideline or policy, with the prior
written approval of the Georgia Department of Banking and Finance, for cash out
of any source of funds legally available, at a redemption price equal to 100%
of the Series A Liquidation Value per share plus unpaid dividends thereon
accumulated since the immediately preceding Series A Dividend Payment Date (the
"Series A Redemption Price"). Any date of such redemption is referred to as the
"Series A Redemption Date." If fewer than all the outstanding shares of Series
A Preferred Stock are to be redeemed, the Bank will select those to be redeemed
by lot or pro rata or by any other method as may be determined by the Board of
Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series A Preferred Stock pursuant to
Section 6.02(f) hereof, notice of such redemption (a "Series A Notice of
Redemption") shall be mailed by first-class mail, postage prepaid, not
less than 30 days nor more than 60 days prior to the Series A Redemption
Date to the holders of record of the shares to be redeemed at their
respective addresses as they shall appear in the records of the Bank;
provided, however, that failure to give such notice or any defect therein
or in the mailing thereof shall not affect the validity of the proceeding
for the redemption of any shares so to be redeemed except as to the holder
to whom the Bank has failed to give such notice or except as to the holder
to whom notice was defective. Each such notice shall state: 

10

(A) the Series A Redemption Date; (B) the Series A Redemption Price; (C)
the place or places where certificates for such shares are to be
surrendered for payment of the Series A Redemption Price; and (D) the
CUSIP number of the shares being redeemed.

(ii) If a Series A Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the Redemption
Date a sum sufficient to redeem the shares of Series A Preferred Stock as
to which a Series A Notice of Redemption has been given in trust with the
Transfer Agent with irrevocable instructions and authority to pay the
Series A Redemption Price to the holders thereof, or if no such deposit is
made, then upon the Series A Redemption Date (unless the Bank shall
default in making payment of the Series A Redemption Price), all rights of
the holders thereof as stockholders of the Bank by reason of the ownership
of such shares (except their right to receive the Series A Redemption
Price thereof without interest) shall cease and terminate, and such shares
shall no longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time, from the Transfer Agent the
interest, if any, earned on such moneys deposited with it, and the holders
of any shares so redeemed shall have no claim to any such interest. In
case the holder of any shares of Series A Preferred Stock so called for
redemption shall not claim the Series A Redemption Price for its shares
within six months after the related Series A Redemption Date, the Transfer
Agent shall, upon demand, pay over to the Bank such amount remaining on
deposit, and the Transfer Agent shall thereupon be relieved of all
responsibility to the holder of such shares, and such holder shall look
only to the Bank for payment thereof.

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series A Redemption Date, the Bank
shall irrevocably deposit with the Transfer Agent sufficient funds for the
payment of the Series A Redemption Price for the shares to be redeemed on
the Series A Redemption Date and shall give the Transfer Agent irrevocable
instructions to apply such funds, and, if applicable and so specified in
the instructions, the income and proceeds therefrom, to the payment of
such Series A Redemption Price. The Bank may direct the Transfer Agent to
invest any such available funds, provided that the proceeds of any such
investment will be available to the Transfer Agent in Atlanta, Georgia at
the opening of business on such Series A Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.02(g),
nothing contained in these Restated Articles of Incorporation shall limit
any legal right of the Bank to purchase or otherwise acquire any shares of
Series A Preferred Stock at any price, whether higher or lower than the
Series A Redemption Price, in private negotiated transactions, the
over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series A Preferred Stock on any Series
A Redemption Date, the Bank shall redeem on the Series A Redemption Date
only the number of shares of Series A Preferred Stock as it shall have
legally available funds to redeem, as determined in an equitable manner,
and the remainder of the shares of Series A Preferred Stock shall be
redeemed, at the option of the Bank, on the earliest practicable date next
following the day on which the Bank shall first have funds legally
available for the redemption of such shares.

11

(h) Reacquired Shares. Shares of the Series A Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Bank are not subject to
reissuance or resale as shares of Series A Preferred Stock and shall be held in
treasury. Such shares shall revert to the status of authorized but unissued
shares of preferred stock, undesignated as to series, until the Board of
Directors of the Bank shall designate them again for issuance as part of a
series.

(i) Voting Rights. Holders of Series A Preferred Stock will not have any
voting rights, except as otherwise from time to time required by law and except
as follows:

(i) In addition to any vote or consent of stockholders required by
law, the approval of the holders of two-thirds of the outstanding shares
of Series A Preferred Stock, voting as a class, shall be required for the
Bank: (A) to amend, alter or repeal any of the provisions of these
Restated Articles of Incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of Series A
Preferred Stock so as to materially and adversely affect them, except as
permitted in Section 6.02(j)(i)(A); (B) to authorize the merger,
consolidation, or reclassification of the Bank with or into another
Person, except as permitted in Section 6.02(j)(i)(B); (C) to dissolve,
liquidate or wind up the affairs of the Bank; and (D) to authorize or
issue, or obligate itself to authorize or issue, any Series A Senior
Securities or any Series A Parity Securities unless, for purposes of this
clause (D) only, the Bank shall have received written notice from each of
the Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series A Preferred Stock then outstanding.

(ii) If at any time dividends on the Series A Preferred Stock or any
Series A Parity Securities shall not have been declared and paid in an
amount equal to three semiannual dividends, whether consecutive or not,
the number of directors constituting the Board of Directors of the Bank
shall be increased by two and the holders of the Series A Preferred Stock
and any Series A Parity Securities with similar voting rights, voting
together as a single class, shall be entitled to elect two additional
persons to fill such newly created directorships. The directors so elected
shall meet the qualifications set forth in the Bank's bylaws and any
applicable statutory or regulatory qualifications. At such time as
dividends for at least two consecutive Series A Dividend Periods have been
fully paid or set apart for full payment on the outstanding Series A
Preferred Stock and any Series A Parity Securities with similar voting
rights, the rights of such holders to vote for the election of directors
as provided in this Section 6.02(i)(ii) shall cease and such directors
shall no longer serve on the Board of Directors of the Bank, subject to
renewal from time to time in the event of each and every subsequent
default in the aggregate amount equivalent of three full semiannual
dividends.

During any period when the holders of the Series A Preferred Stock
and any Series A Parity Securities have the right to vote as a class for
directors as provided above, the directors so elected by the holders of
the Series A Preferred Stock and any Series A Parity Securities with
similar voting rights shall continue in office until their successors
shall have been elected or until termination of the right of the holders
of the Series A Preferred Stock and any Series A Parity Securities to vote
as a class for directors. For purposes of the foregoing, the holders of
the Series A Preferred Stock and any Series A 

12

Parity Securities shall vote in proportion to their respective liquidation
preference of the shares of such stock held by them.

(iii) With respect to any right of the holders of shares of Series A
Preferred Stock to vote on any matter, whether such right is created by
this Section 6.02(i), by applicable law or otherwise, no holder of any
share of Series A Preferred Stock shall be entitled to vote, and no share
of Series A Preferred Stock shall be deemed to be outstanding for the
purpose of voting or determining the number of shares required to
constitute a quorum, if prior to or concurrently with a determination of
shares entitled to vote or of shares deemed outstanding for quorum
purposes, as the case may be, funds sufficient for the redemption of such
shares are irrevocably deposited with the Transfer Agent and a Series A
Notice of Redemption has been given by the Bank or an affiliate thereof to
the holders of the Series A Preferred Stock.

(j) Covenants. So long as any shares of Series A Preferred Stock are
outstanding, the Bank covenants and agrees with and for the benefit of the
holders of shares of Series A Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of
holders of two-thirds of the number of shares of Series A Preferred Stock
then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles
of Incorporation (existing prior to and at the time of such vote) so as to
materially and adversely affect the rights, preferences, privileges or
restrictions of the holders of Series A Preferred Stock, except that this
subsection (A) shall not apply to steps taken by the Bank to issue and the
issuance of other preferred stock by the Bank; or

(B) consolidate, merge, or reclassify with or into any other Person,
or permit any merger of another Person into the Bank, or enter into a
voluntary liquidation or voluntary dissolution of the Bank or enter into a
share exchange with another Person, except that (1) the Bank may
consolidate, merge or reclassify with or into another Person or enter into
a share exchange with another Person if such other Person is a
consolidated subsidiary (in accordance with generally accepted accounting
principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate,
merge, or reclassify with or into another Person or enter into a share
exchange with another Person if (a) such other Person is a Depository
Institution or corporation organized under the laws of the United States
or of a state of the United States, (b) such other Person expressly
assumes all obligations and commitments of the Bank pursuant to such
consolidation, merger, reclassification or share exchange, (c) the
outstanding shares of Series A Preferred Stock are exchanged for,
reclassified as or converted into shares of the surviving Depository
Institution or corporation which have preferences, limitations and
relative voting and other rights substantially identical to those of the
Series A Preferred Stock, (d) after giving effect to such merger,
consolidation, reclassification or share exchange, no default, or event
which with the giving of notice or passage of time or both could become a
default by the Bank of its obligations under these Restated Articles of
Incorporation, shall have occurred and be continuing, and (e) the Bank
shall have received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent, confirming
that such merger, consolidation, reclassification or share exchange will
not 

13

result in a reduction of the rating assigned by any of such Rating
Agencies to the Series A Preferred Stock then outstanding; provided that,
for purposes of this subsection (B)(2), the Bank shall have delivered to
the Transfer Agent and caused to be mailed to each holder of record of
Series A Preferred Stock, at least thirty days prior to any such merger,
consolidation, reclassification or share exchange becoming effective, a
notice describing such merger, consolidation, reclassification or share
exchange, together with an Officers' Certificate and an Opinion of
Counsel, each stating that such merger, consolidation, reclassification or
share exchange complies with the requirements of these Restated Articles
of Incorporation and that all conditions precedent herein provided for
relating to such transaction have been complied with.

(ii) the Bank will not issue additional shares of Series A Senior
Securities or Series A Parity Securities unless the Bank shall have
received written notice from each of the Rating Agencies, and delivered a
copy of such written notice to the Transfer Agent, confirming that any
such issuance will not result in a reduction of the rating assigned by any
of such Rating Agencies to the Series A Preferred Stock then outstanding.

Section 6.03. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series B Non-Cumulative Preferred Stock,
consisting 9,000 shares, is hereby established and authorized to be issued, and
in addition to such matters specified elsewhere in this Article VI, such Series
B Non-Cumulative Preferred Stock shall have the following powers, preferences
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock
shall be designated as the Series B Non-Cumulative Preferred Stock ("Series B
Preferred Stock"), and the number of shares constituting the Series B Preferred
Stock shall be 9,000. The liquidation preference of the Series B Preferred
Stock shall be $100,000 per share ("Series B Liquidation Value").

(b) Maturity. The Series B Preferred Stock has no stated maturity and will
not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series B Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Bank, rank (i)
senior to all classes and series of Common Stock of the Bank and to all classes
and series of equity securities of the Bank now or hereafter authorized, issued
or outstanding, which by their terms expressly provide that they are junior to
the Series B Preferred Stock as to dividend distributions and distributions
upon the liquidation, dissolution or winding up of the Bank, or which do not
specify their rank (collectively with the Common Stock, the "Series B Junior
Securities"); (ii) on a parity with the Series A Preferred Stock and each other
class or series of equity securities issued by the Bank after the date hereof,
the terms of which specifically provide that such class or series will rank on
a parity with the Series B Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the Bank
(collectively with the Series A Preferred Stock, the "Series B Parity
Securities"); and (iii) junior to each other class or series of equity
securities issued by the Bank after the date hereof, the terms of which
specifically provide that such class or series will rank senior to the Series B
Preferred Stock as to dividend distributions and distributions upon the
liquidation, dissolution or winding up of the Bank (collectively, the "Series B
Senior Securities"), provided that any such Series B Senior Securities or
Series B 

14

Parity Securities issued after the date hereof that are not approved
by the holders of Series B Preferred Stock as required by Section 6.03(i)(i)(D)
hereof shall be deemed to be Series B Junior Securities and not Series B Senior
Securities or Series B Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series B Preferred Stock as
follows:

(i) The holders of shares of the Series B Preferred Stock in
preference to the Series B Junior Securities shall be entitled to receive,
out of funds legally available for that purpose, and when, as, and if
declared by the Board of Directors of the Bank, preferential
non-cumulative dividends payable in cash in an amount determined by
applying the annual rate of LIBOR plus 200 basis points to the Series B
Liquidation Value (the "Series B Dividend Rate").

(ii) Dividends on the Series B Preferred Stock shall be
non-cumulative. Dividends not paid on any Series B Dividend Payment Date
shall not accumulate thereafter. Dividends shall accumulate from the first
day of any Series B Dividend Period to but excluding the immediately
succeeding Series B Dividend Payment Date. Dividends, if and when
declared, shall be payable in arrears in cash on each Series B Dividend
Payment Date of each year with respect to the Series B Dividend Period
ending on the day immediately prior to such Series B Dividend Payment Date
at the Series B Dividend Rate per share to holders of record at the close
of business on the applicable Record Date, commencing on the Exchange Date
with respect to any shares of Series B Preferred Stock issued prior to
that Series B Dividend Payment Date; provided that dividends payable on
the Series B Preferred Stock on the initial Series B Dividend Payment Date
(and any dividend payable for a period less than a full quarterly period)
shall be prorated for the period and computed on the basis of a 360-day
year and the actual number of days in such Series B Dividend Period; and
provided, further, that dividends payable on the Series B Preferred Stock
on the initial Series B Dividend Payment Date shall include any
accumulated and unpaid dividends on the Series C Non-Cumulative
Exchangeable Preferred Stock of the Corporation exchanged for the Series B
Preferred Stock as of the Exchange Date for the then current dividend
period. Dividends on such Series B Preferred Stock shall be paid only in
cash.

(iii) No dividends on shares of Series B Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Board of Directors or paid or set apart for payment by the Bank at such
time as the terms and provisions of any agreement of the Bank, including
any agreement relating to its indebtedness, prohibits such declaration,
payment or setting apart for payment or provides that such declaration,
payment or setting apart for payment would constitute a breach thereof or
a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

(iv) Holders of shares of Series B Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series B Preferred Stock.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment on the shares of Series B Preferred Stock
that may be in arrears.

(v) (A) So long as any shares of Series B Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for payment
or other distribution upon any Series B Junior Securities (other than
dividends or distributions paid in shares of, or 

15

options, warrants or rights to subscribe for or purchase shares of, Series
B Junior Securities and other than as provided in clause (B) below), nor
shall any shares of any Series B Junior Securities or any Series B Parity
Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or set aside or made available for
a sinking fund for the redemption of any shares of any such stock) by the
Bank (except by conversion into or exchange for shares of, or options,
warrants or rights to subscribe for or purchase, Series B Junior
Securities) whenever, in each case, full non-cumulative dividends on all
outstanding shares of the Series B Preferred Stock for the related Series
B Dividend Period shall not have been declared and paid, when due, for the
four consecutive Series B Dividend Periods terminating on or immediately
prior to the date of payment in respect of such dividend, distribution,
redemption, purchase or acquisition.

(B) When dividends for any dividend period are not paid in full, as
provided in clause (A) above, on the shares of the Series B Preferred
Stock or any Series B Parity Securities, dividends may be declared and
paid on any such shares for any dividend period therefor, but only if such
dividends are declared and paid pro rata so that the amount of dividends
declared and paid per share on the shares of the Series B Preferred Stock
and any Series B Parity Securities, in all cases shall bear to each other
the same ratio that the amount of unpaid dividends per share on the shares
of the Series B Preferred Stock for such Series B Dividend Period and such
Series B Parity Securities for the corresponding dividend period bear to
each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series B Preferred Stock then outstanding shall be entitled to
be paid out of the assets of the Bank available for distribution to its
stockholders an amount in cash equal to the Series B Liquidation Value for
each share outstanding, plus an amount in cash equal to all accumulated
and unpaid dividends thereon for the then current Series B Dividend
Period, whether or not earned or declared, before any payment shall be
made or any assets distributed to the holders of Series B Junior
Securities. If the assets of the Bank are not sufficient to pay in full
the liquidation payments payable to the holders of outstanding shares of
the Series B Preferred Stock and any Series B Parity Securities, then the
holders of all such shares shall share ratably in such distribution of
assets in accordance with the amount which would be payable on such
distribution if the amounts to which the holders of outstanding shares of
Series B Preferred Stock and the holders of outstanding shares of such
Series B Parity Securities are entitled were paid in full. After payment
of the full amount of the liquidation preference, plus any accumulated and
unpaid dividends for the then current Series B Dividend Period, to which
holders of Series B Preferred Stock are entitled, holders of Series B
Preferred Stock will have no right or claim to any remaining assets of the
Bank.

(ii) For the purpose of this Section 6.03(e), neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the
property or assets of the Bank, nor the consolidation or merger of the
Bank, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Bank, unless such voluntary sale,

16

conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series B Preferred Stock is not redeemable prior to
March 31, 2011. On March 31, 2011 and on each Series B Dividend Payment Date
thereafter, the Series B Preferred Stock shall be redeemable, in whole or in
part, at the option of the Bank, but with the prior written approval of the
Federal Reserve and, if approval is then required under any applicable law,
rule, guideline or policy, the Georgia Department of Banking and Finance, for
cash out of any source of funds legally available, at a redemption price equal
to 100% of the Series B Liquidation Value per share plus unpaid dividends
thereon accumulated since the immediately preceding Series B Dividend Payment
Date (the "Series B Redemption Price"). Any date of such redemption is referred
to as the "Series B Redemption Date." If fewer than all the outstanding shares
of Series B Preferred Stock are to be redeemed, the Bank will select those to
be redeemed by lot or pro rata or by any other method as may be determined by
the Board of Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series B Preferred Stock pursuant to
Section 6.03(f) hereof, notice of such redemption (a "Series B Notice of
Redemption") shall be mailed by first-class mail, postage prepaid, not
less than 30 days nor more than 60 days prior to the Series B Redemption
Date to the holders of record of the shares to be redeemed at their
respective addresses as they shall appear in the records of the Bank;
provided, however, that failure to give such notice or any defect therein
or in the mailing thereof shall not affect the validity of the proceeding
for the redemption of any shares so to be redeemed except as to the holder
to whom the Bank has failed to give such notice or except as to the holder
to whom notice was defective. Each such notice shall state: (A) the Series
B Redemption Date; (B) the Series B Redemption Price; (C) the place or
places where certificates for such shares are to be surrendered for
payment of the Series B Redemption Price; and (D) the CUSIP number of the
shares being redeemed.

(ii) If a Series B Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the Redemption
Date a sum sufficient to redeem the shares of Series B Preferred Stock as
to which a Series B Notice of Redemption has been given in trust with the
Transfer Agent with irrevocable instructions and authority to pay the
Series B Redemption Price to the holders thereof, or if no such deposit is
made, then upon the Series B Redemption Date (unless the Bank shall
default in making payment of the Series B Redemption Price), all rights of
the holders thereof as stockholders of the Bank by reason of the ownership
of such shares (except their right to receive the Series B Redemption
Price thereof without interest) shall cease and terminate, and such shares
shall no longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time, from the Transfer Agent the
interest, if any, earned on such moneys deposited with it, and the holders
of any shares so redeemed shall have no claim to any such interest. In
case the holder of any shares of Series B Preferred Stock so called for
redemption shall not claim the Series B Redemption Price for its shares
within six months after the related Series B Redemption Date, the Transfer
Agent shall, upon demand, pay over to the Bank such amount remaining on
deposit, and the Transfer Agent shall thereupon be relieved of all
responsibility to the holder of such shares, and such holder shall look
only to the Bank for payment thereof.

17

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series B Redemption Date, the Bank
shall irrevocably deposit with the Transfer Agent sufficient funds for the
payment of the Series B Redemption Price for the shares to be redeemed on
the Series B Redemption Date and shall give the Transfer Agent irrevocable
instructions to apply such funds, and, if applicable and so specified in
the instructions, the income and proceeds therefrom, to the payment of
such Series B Redemption Price. The Bank may direct the Transfer Agent to
invest any such available funds, provided that the proceeds of any such
investment will be available to the Transfer Agent in Atlanta, Georgia at
the opening of business on such Series B Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.03(g),
nothing contained in these Restated Articles of Incorporation shall limit
any legal right of the Bank to purchase or otherwise acquire any shares of
Series B Preferred Stock at any price, whether higher or lower than the
Series B Redemption Price, in private negotiated transactions, the
over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series B Preferred Stock on any Series
B Redemption Date, the Bank shall redeem on the Series B Redemption Date
only the number of shares of Series B Preferred Stock as it shall have
legally available funds to redeem, as determined in an equitable manner,
and the remainder of the shares of Series B Preferred Stock shall be
redeemed, at the option of the Bank, on the earliest practicable date next
following the day on which the Bank shall first have funds legally
available for the redemption of such shares.

(h) Reacquired Shares. Shares of the Series B Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Bank are not subject to
reissuance or resale as shares of Series B Preferred Stock and shall be held in
treasury. Such shares shall revert to the status of authorized but unissued
shares of preferred stock, undesignated as to series, until the Board of
Directors of the Bank shall designate them again for issuance as part of a
series.

(i) Voting Rights. Holders of Series B Preferred Stock will not have any
voting rights, except as otherwise from time to time required by law and except
as follows:

(i) In addition to any vote or consent of stockholders required by
law, the approval of the holders of two-thirds of the outstanding shares
of Series B Preferred Stock, voting as a class, shall be required for the
Bank: (A) to amend, alter or repeal any of the provisions of these
Restated Articles of Incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of Series B
Preferred Stock so as to materially and adversely affect them, except as
permitted in Section 6.03(j)(i)(A); (B) to authorize the merger,
consolidation, or reclassification of the Bank with or into another
Person, except as permitted in Section 6.03(j)(i)(B); (C) to dissolve,
liquidate or wind up the affairs of the Bank; and (D) to authorize or
issue, or obligate itself to authorize or issue, any Series B Senior
Securities or Series B Parity Securities, unless, for purposes of this
clause (D), the Bank shall have received written notice from each of the
Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance of Series B Parity
Securities will 

18

not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding.

(ii) If at any time dividends on the Series B Preferred Stock or any
Series B Parity Securities shall not have been declared and paid in an
amount equal to six quarterly dividends, whether consecutive or not, the
number of directors constituting the Board of Directors of the Bank shall
be increased by two and the holders of the Series B Preferred Stock and
any Series B Parity Securities with similar voting rights, voting together
as a single class, shall be entitled to elect two additional persons to
fill such newly created directorships. The directors so elected shall meet
the qualifications set forth in the Bank's bylaws and any applicable
statutory or regulatory qualifications. At such time as dividends for at
least four consecutive Series B Dividend Periods have been fully paid or
set apart for full payment on the outstanding Series B Preferred Stock and
any Series B Parity Securities with similar voting rights, the rights of
such holders to vote for the election of directors as provided in this
Section 6.03(i)(ii) shall cease and such directors shall no longer serve
on the Board of Directors of the Bank, subject to renewal from time to
time upon the same terms and conditions in the event of each and every
subsequent default in the aggregate amount equivalent of six full
quarterly dividends.

During any period when the holders of the Series B Preferred Stock
and any Series B Parity Securities have the right to vote as a class for
directors as provided above, the directors so elected by the holders of
the Series B Preferred Stock and any Series B Parity Securities with
similar voting rights shall continue in office until their successors
shall have been elected or until termination of the right of the holders
of the Series B Preferred Stock and any Series B Parity Securities to vote
as a class for directors. For purposes of the foregoing, the holders of
the Series B Preferred Stock and any Series B Parity Securities shall vote
in proportion to their respective liquidation preference of the shares of
such stock held by them.

(iii) With respect to any right of the holders of shares of Series B
Preferred Stock to vote on any matter, whether such right is created by
this Section 6.03(i), by applicable law or otherwise, no holder of any
share of Series B Preferred Stock shall be entitled to vote, and no share
of Series B Preferred Stock shall be deemed to be outstanding for the
purpose of voting or determining the number of shares required to
constitute a quorum, if prior to or concurrently with a determination of
shares entitled to vote or of shares deemed outstanding for quorum
purposes, as the case may be, funds sufficient for the redemption of such
shares are irrevocably deposited with the Transfer Agent and a Series B
Notice of Redemption has been given by the Bank or an affiliate thereof to
the holders of the Series B Preferred Stock.

(j) Covenants. So long as any shares of Series B Preferred Stock are
outstanding, the Bank covenants and agrees with and for the benefit of the
holders of shares of Series B Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of
holders of two-thirds of the number of shares of Series B Preferred Stock
then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles
of Incorporation (existing prior to and at the time of such vote) so as to
materially and 

19

adversely affect the rights, preferences, privileges or restrictions of
the holders of Series B Preferred Stock, except that this subsection (A)
shall not apply to steps taken by the Bank to issue and the issuance of
other preferred stock by the Bank; or

(B) consolidate, merge, or reclassify with or into any other Person,
or permit any merger of another Person into the Bank, or enter into a
voluntary liquidation or voluntary dissolution of the Bank or enter into a
share exchange with another Person, except that (1) the Bank may
consolidate, merge or reclassify with or into another Person or enter into
a share exchange with another Person if such other Person is a
consolidated subsidiary (in accordance with generally accepted accounting
principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate,
merge, or reclassify with or into another Person or enter into a share
exchange with another Person if (a) such other Person is a Depository
Institution or corporation organized under the laws of the United States
or a state of the United States, (b) such other Person expressly assumes
all obligations and commitments of the Bank pursuant to such
consolidation, merger, reclassification or share exchange, (c) the
outstanding shares of Series B Preferred Stock are exchanged for,
reclassified as or converted into shares of the surviving Depository
Institution or corporation which have preferences, limitations and
relative voting and other rights substantially identical to those of the
Series B Preferred Stock, (d) after giving effect to such merger,
consolidation, reclassification or share exchange, no default, or event
which with the giving of notice or passage of time or both could become a
default by the Bank of its obligations under these Restated Articles of
Incorporation, shall have occurred and be continuing, and (e) the Bank
shall have received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent, confirming
that such merger, consolidation, reclassification or share exchange will
not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding; provided that,
for purposes of this subsection (B)(2), the Bank shall have delivered to
the Transfer Agent and caused to be mailed to each holder of record of
Series B Preferred Stock, at least thirty days prior to any such merger,
consolidation, reclassification or share exchange becoming effective, a
notice describing such merger, consolidation, reclassification or share
exchange, together with an Officers' Certificate and an Opinion of
Counsel, each stating that such merger, consolidation, reclassification or
share exchange complies with the requirements of these Restated Articles
of Incorporation and that all conditions precedent herein provided for
relating to such transaction have been complied with.

(ii) The Bank covenants and agrees with and for the benefit of the
holders of shares of Series B Preferred Stock that the Bank will not issue
additional shares of Series B Senior Securities or Series B Parity
Securities unless the Bank shall have received written notice from each of
the Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series B Preferred Stock then outstanding.

Section 6.04. Definitions. For the purpose of Sections 6.02 and 6.03
hereof, the following terms shall have the meanings indicated:

20

"Business Day" means a day on which the New York Stock Exchange is open
for trading and which is not a day on which banking institutions in The City of
New York or Atlanta, Georgia are authorized or required by law or executive
order to close.

"Calculation Agent" means any Person authorized by the Bank to determine
the Series B Dividend Rate, which initially shall be the Bank.

"Corporation" means SunTrust Real Estate Investment Corporation, a
Virginia corporation, or any successor thereto.

"Depository Institution" has the meaning given to such term in 12
U.S.C.ss. 1813(c)(i), or any successor thereto.

"Determination Date" means, with respect to any Series B Dividend Period,
the date that is two London Business Days prior to the first day of such Series
B Dividend Period.

"Dividend Payment Date" means, as the context requires, a Series A
Dividend Payment Date or a Series B Dividend Payment Date.

"Exchange Date" means any date on which the Series B Non-Cumulative
Exchangeable Preferred Stock of the Corporation is exchanged for the Series A
Preferred Stock or any date on which the Series C Non-Cumulative Exchangeable
Preferred Stock of the Corporation is exchanged for the Series B Preferred
Stock

"Federal Reserve" means the Board of Governors of the Federal Reserve
System, or any successor thereto.

"Issue Date" means, with respect to the Series A Preferred Stock, the
first date on which shares of Series A Preferred Stock are issued and with
respect to the Series B Preferred Stock, the first date on which shares of the
Series B Preferred Stock are issued.

"LIBOR" means, with respect to a Series B Dividend Period relating to a
Series B Dividend Payment Date (in the following order of priority):

(i) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate Page 3750
as of 11:00 a.m. (London time) on the related Determination Date;

(ii) if such rate does not appear on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date, LIBOR will be the
arithmetic mean (if necessary rounded upwards to the nearest whole
multiple of .00001%) of the rates (expressed as percentages per annum) for
Eurodollar deposits having a three-month maturity that appear on Reuters
Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m.
(London time) on such Determination Date;

(iii) if such rate does not appear on Reuters Page LIBO as of 11:00
a.m. (London time) on the related Determination Date, the Calculation
Agent will request the principal London offices of four leading banks in
the London interbank market of the Bank's selection to provide such banks'
offered quotations (expressed as percentages per annum) to prime banks in
the London interbank market for Eurodollar deposits having a three-month
maturity as of 11:00 a.m. (London time) on such Determination Date. If at
least two quotations 

21

are provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001%) of such quotations;

(iv) if fewer than two such quotations are provided as requested in
clause (iii) above, the Calculation Agent will request four major New York
City banks of the Bank's selection to provide such banks' offered
quotations (expressed as percentages per annum) to leading European banks
for loans in Eurodollars as of 11:00 a.m. (London time) on such
Determination Date. If at least two such quotations are provided, LIBOR
will be the arithmetic mean (if necessary rounded upwards to the nearest
whole multiple of .00001%) of such quotations; and

(v) if fewer than two such quotations are provided as requested in
clause (iv) above, LIBOR will be LIBOR determined with respect to the
Series B Dividend Period immediately preceding such current Series B
Dividend Period.

If the rate for Eurodollar deposits having a three-month maturity
that initially appears on Telerate Page 3750 or Reuters Page LIBO, as the
case may be, as of 11:00 a.m. (London time) on the related Determination
Date is superseded on Telerate Page 3750 or Reuters Page LIBO, as the case
may be, by a corrected rate before 12:00 noon (London time) on such
Determination Date, the corrected rate as so substituted on the applicable
page will be the applicable LIBOR for such Determination Date.

"London Business Day" means any day, other than a Saturday or Sunday, on
which commercial banks and foreign exchange markets are open for business,
including dealings in foreign exchange and foreign currency deposits, in
London.

"Moody's" means Moody's Investors Service, Inc., or its successor, so long
as such agency (or successor) is in the business of rating securities of the
type of the Series A Preferred Stock or the Series B Preferred Stock.

"Officer's Certificate" means a certificate signed by the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Bank.

"Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel for the Bank.

"Person" means any individual, firm, Depository Institution or other
entity and shall include any successor (by merger or otherwise) of such entity.

"Rating Agencies" means Moody's (and any successor thereto), Standard &
Poor's (and any successor thereto) and any other nationally recognized
statistical rating organizations assigning, at the Bank's request, ratings to
the shares of Series A Preferred Stock or Series B Preferred Stock.

"Record Date" means the 15th day of the month in which the applicable
Dividend Payment Date falls for dividends declared by the Board of Directors.

"Series A Dividend Payment Date" means each March 31 and September 30 of
each year.

22

"Series A Dividend Period" is the period from a Series A Dividend Payment
Date to, but excluding, the next succeeding Series A Dividend Payment Date;
provided, however, that the initial Series A Dividend Period is the period from
the Issue Date of the Series B Preferred Stock to the next succeeding Series A
Dividend Payment Date.

"Series A Dividend Rate" has the meaning set forth in Section 6.02(d)(i)
hereof.

"Series A Junior Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series A Liquidation Value" has the meaning set forth in Section 6.02(a)
hereof.

"Series A Notice of Redemption" has the meaning set forth in Section
6.02(g)(i) hereof.

"Series A Parity Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series A Preferred Stock" has the meaning set forth in Section 6.02(a)
hereof.

"Series A Redemption Date" has the meaning set forth in Section 6.02(f)
hereof.

"Series A Redemption Price" has the meaning set forth in Section 6.02(f)
hereof.

"Series A Senior Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series B Dividend Payment Date" means each March 31, June 30, September
30 and December 31 of each year.

"Series B Dividend Period" is the period from a Series B Dividend Payment
Date to, but excluding, the next succeeding Series B Dividend Payment Date;
provided, however, that the initial Series B Dividend Period is the period from
the Issue Date of the Series B Preferred Stock to the next succeeding Series B
Dividend Payment Date.

"Series B Dividend Rate" has the meaning set forth in Section 6.03(d)(i)
hereof.

"Series B Junior Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Series B Liquidation Value" has the meaning set forth in Section 6.03(a)
hereof.

"Series B Notice of Redemption" has the meaning set forth in Section
6.03(g)(i) hereof.

"Series B Parity Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Series B Preferred Stock" has the meaning set forth in Section 6.03(a)
hereof.

"Series B Redemption Date" has the meaning set forth in Section 6.03(f)
hereof.

"Series B Redemption Price" has the meaning set forth in Section 6.03(f)
hereof.

"Series B Senior Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Standard & Poor's" means Standard & Poor's Ratings Group, a division of
the McGraw-Hill Companies, Inc. or its successor, so long as such agency (or
successor) is in the business of rating securities of the type of the Series A
Preferred Stock or the Series B Preferred Stock.

"Transfer Agent" means a bank or trust company as may be appointed from
time to time by the Board of Directors of the Bank, or a committee thereof, to
act as transfer agent, paying agent and registrar of the Series A Preferred
Stock and the Series B Preferred Stock.

23

Section 6.05. Authority is hereby expressly granted to the Board of
Directors from time to time to issue additional Preferred Stock, for such
consideration and on such terms as it may determine, as Preferred Stock of one
or more series and in connection with the creation of any such series to fix by
the resolution or resolutions providing for the issue of shares thereof the
designation, powers and relative participating, optional, or other special
rights of such series, and the qualifications, limitations, or restrictions
thereof.

Article VII

No stockholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Bank.

Article VIII

The number of directors shall be not less than eleven nor more than
twenty-five, which number shall be fixed as provided by law.

Article IX

Section 9.01. No director of the Bank shall be personally liable to the
shareholders of the Bank for monetary damages for breach of his duty of care or
other duty as a director, provided that this provision shall eliminate or limit
the liability of a director only to the maximum extent permitted from time to
time by the Financial Institutions Code of Georgia or any successor law or
laws.

Section 9.02. Any repeal or modification of clause (a) of this Article IX
by the shareholders of the Bank shall not adversely affect any right or
protection of a director of the Bank existing at the time of such repeal or
modification.

IN WITNESS WHEREOF, SunTrust Bank has caused these Restated Articles of
Incorporation to be executed and its corporate seal to be affixed and has
caused the foregoing to be attested, all by its duly authorized officers on
this 8th day of August, 2000.

SUNTRUST BANK

By:  /s/ L. Phillip Humann                  
-----------------------------------------
Name:  L. Phillip Humann
Title:  Chairman of the Board, President
and Chief Executive Officer

By:  /s/ John W. Spiegel                
-------------------------------------
Name:  John W. Spiegel
Title:  Executive Vice President and
Chief Financial Officer

(SEAL)

24

Attest:  /s/ Raymond D. Fortin
--------------------------
Name:    Raymond D. Fortin
Title:   Corporate Secretary

25

EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

(Incorporated by reference from Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

26

EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS

(Incorporated by reference from Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

27

EXHIBIT 4 TO FORM T-1

BY-LAWS
OF
SUNTRUST BANK

(ATTACHED)

28

SUNTRUST BANK
BYLAWS

(As Amended and Restated February 13, 2001)

ARTICLE I
SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholder for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, on such date and
at such time as the Board of Directors may by resolution provide. If the Board
of Directors fails to provide such date and time, the meeting shall be held at
the Bank's headquarters at 10:00 AM local time on the third Tuesday in April of
each year, or, if that date is a legal holiday, on the next succeeding business
day. The Board of Directors may specify by resolution prior to any special
meeting of the shareholder that such meeting shall be in lieu of the annual
meeting.

SECTION 2. Special Meeting; Call of Meetings. Special meetings of the
shareholder may be called at any time by the Chairman of the Board, the
President, or the Board itself, and shall be held at such place as is stated in
the notice.

ARTICLE II
DIRECTORS

SECTION 1. Board of Directors. The Board of Directors shall manage the business
and affairs of the Bank and may exercise all of the powers of the Bank, subject
to whatever restrictions are imposed by law.

SECTION 2. Composition of the Board. The Board of Directors of the Bank shall
consist of not less than ten (10) nor more than twenty (20) natural persons,
the exact number to be set from time to time by the Board of Directors. In the
absence of the Board setting the number of Directors, the number shall be
sixteen (16). Each Director, unless he or she dies, resigns, retires or is
removed from office, shall hold office until the next annual meeting of the
shareholder, and may be reelected for successive terms.

SECTION 3. Election of Directors. Nominations for election to the Board of
Directors may be made by the Board, or by the Bank's shareholder. Nominations
shall specify the class of Directors to which each person is nominated.

SECTION 4. Vacancies. Vacancies resulting from retirement, resignation, removal
from office (with or without cause), death or an increase in the number of
Directors comprising the Board, shall be filled by the Board of Directors. Any
Director so elected shall hold office until the next annual meeting of the
shareholder. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.

SECTION 5. Retirement. Each Director serving as an officer of the Bank or any
of its affiliates shall cease to be a Director on the date of the first to
occur of (a) his or her 65th 

29

birthday, or (b) the date of his or her termination, resignation or retirement
of employment. Each Director who is not an officer of the Bank or any of its
affiliates shall cease to be a Director at the end of his or her term that
coincides with or follows his or her 70th birthday.

SECTION 6. Removal. Any or all Directors may be removed from office at any time
with or without cause, by the affirmative vote of the shareholder.

SECTION 7. Resignations. Any Director may resign at any time by giving written
notice to the Chairman of the Board, the President or the Corporate Secretary.
Such resignation shall take effect when delivered unless the notice specifies a
later effective date, and the acceptance of the resignation shall not be
necessary to make it effective, unless otherwise stated in the resignation.

ARTICLE III
ACTION OF THE BOARD OF DIRECTORS; COMMITTEES

SECTION 1. Quorum; Vote Requirement. A majority of the Directors holding office
shall constitute a quorum for the transaction of the Board's business. If a
quorum is present, a vote of a majority of the Directors present at such time
shall be the act of the Board of Directors, unless a greater vote is required
by law, the Articles of Incorporation or these Bylaws.

SECTION 2. Executive Committee. An Executive Committee, consisting of not less
than four (4) Directors, is hereby established. The members of the Executive
Committee shall be elected by the Board at its meeting immediately following
the annual shareholder's meeting, or at such other time as the Board determines
to be appropriate. The Executive Committee shall have and may exercise all the
authority of the Board as permitted by law. In addition, the Executive
Committee shall serve as the Nominating Committee and shall have the power to
recommend candidates for election to the Board and consider other issues
related to the size and composition of the Board. The Board shall elect the
Chairman of the Executive Committee, who shall be entitled to preside at all
meetings of the Executive Committee and perform such other duties as may be
designated by the Committee.

SECTION 3. Audit Committee. An Audit Committee, consisting of not less than
four (4) Directors, is hereby established. No Director who is an officer of the
Bank or any affiliate shall be a member of the Audit Committee. The members of
the Audit Committee shall be elected by the Board at its meeting immediately
following the annual shareholder's meeting, or at such other time as the Board
determines to be appropriate. The Audit Committee shall require that an audit
of the books and records of the affairs of the Bank be made at such time or
times as the members of the Audit Committee choose, and shall review the scope
of the audit and approve of any non-audit services to be performed for the Bank
by the independent accountants. The Audit Committee shall also review
examination reports by the independent accountants and regulatory agencies;
review credit issues, loan policies and procedures, the classification of loans
and the adequacy of the allowance for loan losses; monitor the credit process
review function; review the Bank's CRA policy, plans and performance; review
internal programs to assure compliance with laws and regulations and the
adequacy of internal controls, and exercise oversight for the Bank's fiduciary
actions and duties. The Board shall elect the Chairman of the Audit Committee
who shall be entitled to preside at all meetings of the Committee and perform
such other duties as may be designated by the Committee.

30

SECTION 4. Other Committees. The Board of Directors may designate one or more
other committees, each consisting of one or more Directors, and each of which,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all authority of the Board of Directors.

SECTION 5. Committee Meetings. Regular meetings of each committee, of which no
notice is necessary, shall be held at such times and places as fixed, from time
to time, by resolution adopted by the committee. Special meetings of any
committee may be called at any time by the Chairman of the Board or the
President, by the Chairman of such committee or by two members of the
committee. Notice of any special meeting of any committee may be given in the
manner provided in the Bylaws for giving notice of a special meeting of the
Board of Directors. However, notice of any special meeting need not be given to
any member of the committee who is present at the meeting or who, before or
after the meeting, waives notice in writing (including telegram, cablegram,
facsimile, or radiogram). Any regular or special meeting of any committee shall
be a legal meeting, without any notice being given, if all the members are
present. A majority of the members of any committee shall constitute a quorum
for the transaction of business, and the act of a majority of those present at
any meeting at which a quorum is present shall be the act of the committee.

SECTION 6. Committee Records. Each committee shall keep a record of its acts
and proceedings and shall report them from time to time to the Board of
Directors.

SECTION 7. Alternate Members; Vacancies. The Board of Directors may designate
one or more Directors as alternate members of any committee, to act in the
place and stead of one or more members who are absent from such committee. The
Board of Directors may fill any vacancy or vacancies occurring in any
committee.

SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The annual
meeting of the Board of Directors shall be held each year immediately following
the annual meeting of the shareholder or at such other time and place as the
Chairman of the Board may designate. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors may determine
from time to time. Regular meetings of the Board of Directors may be held
without notice. Special meetings of the Board of Directors shall be held upon
notice of the date, time and place of the meeting as given to each Director
orally, by telephone or in person, or in writing, by personal delivery or by
mail, telegram, facsimile, or cablegram. Notice of special meetings shall be
given no later than the day before the meeting, except that notice of a special
meeting need not be given to any Director who signs and delivers to the Bank,
either before or after the meeting, a waiver of notice. Attendance of a
Director at a Board meeting shall constitute a waiver of notice of that
meeting, as well as a waiver of any and all objections to the place of the
meeting, the time of the meeting, or the manner in which it has been called or
convened, except when a Director states, at the beginning of the meeting (or
promptly upon his or her arrival), any such objection or objections to the
transaction of business and thereafter does not vote for or assent to action
taken at the meeting. The business to be transacted at, and the purpose of, any
regular or special meeting of the Board of Directors need not be specified in
the notice or waiver of notice of the meeting unless required by law or these
Bylaws.

A majority of the Directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. No
notice of any adjourned meeting need be 

31

given. Meetings of the Board of Directors may be called by the Chairman of the
Board, the President or any two Directors.

SECTION 9. Action by Directors Without a Meeting; Participation in Meeting by
Telephone. Except as limited by law, any action to be taken at a meeting of the
Board, or by any committee of the Board, may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by all the
members of the Board or such Committee and shall be filed with the minutes of
the proceedings of the Board or such committee. Such written consent shall have
the same force and effect as a unanimous vote of the Board or such committee
and any document executed on behalf of the Corporation may recite that the
action was duly taken at a meeting of the Board or such committee.

Participation at Board and committee meetings may occur by conference telephone
or similar communication equipment so long as all persons participating in the
meeting can hear and speak to one other, and such participation shall
constitute personal presence at the meeting.

SECTION 10. Directors' Compensation. The Board of Directors shall have
authority to determine, from time to time, the amount of compensation paid to
its members for attendance at meetings of, or services on, the Board or any
committee thereof. The Board shall also have the power to reimburse Directors
for reasonable expenses of attendance at Directors' meetings and committee
meetings.

ARTICLE IV
OFFICERS

SECTION 1. Executive Structure. The Board of Directors shall elect a Chairman
of the Board, President, Chief Financial Officer, Corporate Secretary and
Treasurer, and may elect one or more Vice Chairmen and Executive Vice
Presidents as the Board of Directors may deem necessary. The Board of Directors
shall designate a Chief Executive Officer from among these officers. The Chief
Executive Officer shall designate duties of each designated officer and may
appoint assistant officers, to assist one or more of the designated officers in
discharging their duties. Titles of the assistant officers will be designated
by the Chief Executive Officer as he or she deems appropriate. The Chief
Executive Officer may also appoint other officers and may delegate the
authority to appoint officers to other officers of the Bank. The local or
regional boards or the local or regional chief executive officers or their
designees may appoint officers of SunTrust Bank. Each officer elected by the
Board and each officer appointed by the Chief Executive Officer or his or her
designee shall serve until the next annual meeting of the Board, or until he or
she earlier resigns, retires, dies or is removed from office. Any two or more
offices may be held by the same person.

SECTION 2. Chief Executive Officer. The Chief Executive Officer shall be the
most senior officer of the Bank and all other officers and agents of the Bank
shall be subject to his or her direction. He or she shall be accountable to the
Board of Directors for the fulfillment of his or her duties and
responsibilities and, in the performance and exercise of all such duties,
responsibilities and powers, he or she shall be subject to the supervision and
direction of, and any limitations imposed by, the Board of Directors. The Chief
Executive Officer shall be responsible for interpretation and implementation of
the policies of the Bank as determined and specified from time to time by the
Board of Directors, and shall be responsible for the general management and
direction of the business and affairs of the Bank. For the purpose of
fulfilling 

32

his or her duties and responsibilities and subject to these Bylaws
and the direction of the Board, the Chief Executive Officer shall have plenary
authorities and powers, including general executive powers, the authority to
delegate and assign duties, responsibilities and authorities, and, in the name
of the Bank and on its behalf, the authority to negotiate and make any
agreements, waivers or commitments that do not require the express approval of
the Board.

SECT1ON 3. Chairman of the Board. The Chairman shall be a member of the Board
of Directors and shall be entitled to preside at all meetings of the Board.

SECTION 4. President. The President shall have such powers and perform such
duties as may be assigned by the Board of Directors, the Chairman of the Board
or the Chief Executive Officer.

SECTION 5. Vice Chairman. Any Vice Chairman elected shall have such duties and
authority as may be conferred upon him by the Board or delegated to him by the
Chief Executive Officer.

SECTION 6. Chief Financial Officer. The Chief Financial Officer shall have the
care, custody, control and handling of the funds and assets of the Bank, and
shall render a statement of the assets, liabilities and operations of the Bank
to the Board at its regular meetings.

SECTION 7. Treasurer. The Treasurer shall perform such duties as may be
assigned to him or her and shall report to the Chief Financial Officer or, in
the absence of the Chief Financial Officer, to the President.

SECTION 8. Corporate Secretary. Due notice of all meetings of the shareholder
and Directors shall be given by the Corporate Secretary or the person or
persons calling such meeting. The Corporate Secretary shall report the
proceedings of all meetings in a book of minutes and shall perform all the
duties pertaining to his or her office, including authentication of corporate
documents, and shall have custody of the Seal of the Bank. Each Assistant
Corporate Secretary appointed by the Chief Executive Officer or his or her
designee may perform all duties of the Corporate Secretary.

SECTION 9. Bank Officers. Each officer, employee and agent of the Bank shall
have the duties and authority conferred upon him or her by the Board of
Directors or delegated to him or her by the Chief Executive Officer, or his or
her designee.

SECTION 10. Removal of Officers. Any officer may be removed by the Board of
Directors with or without cause whenever, in its judgment, the best interests
of the Bank will be served thereby. In addition, an officer of the Bank shall
cease to be an officer upon ceasing to be an employee of the Bank or its
affiliates.

ARTICLE V
STOCK

SECTION 1. Stock Certificates. The shares of stock of the Bank shall be
represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholder of the Bank
and shall be signed by the Chairman of the Board, or the President, together
with the Corporate Secretary or an Assistant Secretary of the Bank; and which
shall be sealed with the seal of the Bank. The described signatures on any
certificate may be a facsimile signature if the certificate is countersigned by
a transfer agent or registrar other 

33

than the Bank itself or an employee of the Bank. No share certificates shall be
issued until consideration for the shares represented thereby has been fully
paid. If any officer who has signed or whose facsimile signature has been
placed upon a certificate ceases to be such officer before such certificate is
issued, it may be issued by the Bank with the same effect as if he or she was
such officer at the date of issue.

SECTION 2. Transfer of Stock. Shares of stock of the Bank shall be transferred
on the books of the Bank only upon surrender to the Bank of the certificate or
certificates representing the shares to be transferred, accompanied by an
assignment in writing of such shares, properly executed by the shareholder of
record or his or her duly authorized attorney-in-fact, and after payment of all
taxes due upon the transfer. The Bank may refuse any requested transfer until
furnished evidence satisfactory to it that such transfer is proper. Upon the
surrender of a certificate for transfer of stock, such certificate shall be
marked on its face "Canceled". The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate and provision for appointment of a
transfer agent and a registrar) as it deems appropriate.

SECTION 3. Registered Shareholder. The Bank may deem and treat the holder of
record of any stock as the absolute owner thereof for all purposes and shall
not be required to take any notice of any right or claim of right of any other
person.

SECTION 4. Record Date. For the purpose of determining the shareholder entitled
to notice of, or to vote at, any meeting of shareholder or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of the shareholder for any other purpose, the Board of Directors
may fix, in advance, a date as the record date for determination of the
shareholder.

ARTICLE VI
DEPOSITORIES, SIGNATURES AND SEAL

SECTION 1. Depositories. All funds of the Bank shall be deposited in the name
of the Bank in such bank, banks, or other financial institutions as the Board
of Directors may from time to time designate and shall be drawn out on checks,
drafts or other orders signed on behalf of the Bank by such person or persons
as the Board, its Executive Committee or the Chief Executive Officer may, from
time to time, direct.

SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of
Directors may, from time to time, direct. Unless otherwise directed by the
Board of Directors, the official seal of the Bank shall be as follows:

If the seal is affixed to a document, the signature of the Corporate Secretary
or his or her designee shall attest to the seal. The seal and its attestation
may be lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it has been affixed
and attested manually.

SECTION 3. Execution of Instruments. All bills, notes, checks, and other
instruments for the payment of money, all agreements, indentures, mortgages,
deeds, conveyances, transfers, 

34

certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered, or accepted on behalf of the Bank by the
Chairman of the Board, the President, any Vice Chairman, Executive Vice
President, Senior Vice President or Vice President, the Secretary or the
Treasurer. Any such instrument may also be signed, executed, acknowledged,
verified, delivered or accepted on behalf of the Bank in such manner and by
such other officers, employees or agents of the Bank as the Board of Directors,
Executive Committee or Chief Executive Officer may, from time to time, direct.

ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES

SECTION 1. Definitions. The following terms are defined, for purposes of this
Article, as:

(A) "Bank" includes any domestic or foreign predecessor entity of this Bank in
merger or other transaction in which the predecessor's existence ceased upon
consummation of the transaction.

(B) "Director" means an individual who is or was a director of the Bank or an
individual who, while a director of the Bank, is or was serving at the Bank's
request as director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other entity. A Director is considered to be serving an
employee benefit plan at the Bank's request if his or her duties to the Bank
also impose duties on, or otherwise involve services by, him or her to the plan
or to participants in or beneficiaries of the plan. Director includes, unless
the context requires otherwise, the estate or personal representative of a
Director.

(C) "Disinterested Director" means a Director who, at the time of a vote
referred to in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or 7(A) is not: (I) a party to the proceedings; or (ii) an individual who
is a party to a proceeding having a familial, financial, professional, or
employment relationship with the Director whose indemnification or advance for
expenses is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the Director's judgement when voting on the
decision being made.

(D) "Employee" means an individual who is or was an employee of the Bank or an
individual who, while an employee of the Bank, is or was serving at the Bank's
request as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise. An Employee is considered to be serving an
employee benefit plan at the Bank's request if his or her duties to the Bank
also imposes duties on, or otherwise involves services by, him or her to the
plan or to participants in or beneficiaries of the plan. Employee includes,
unless the context requires otherwise, the estate or personal representative of
an Employee.

(E) "Expenses" includes counsel fees.

(F) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.

35

(G) "Officer" means an individual who is or was an officer of the Bank,
including an assistant officer, or an individual who, while an officer of the
Bank, is or was serving at the Bank's request as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other entity. An
Officer is considered to be serving an employee benefit plan at the Bank's
request if his or her duties to the Bank also impose duties on, or otherwise
involve services by, him or her to the plan or to participants in or
beneficiaries of the plan. Officer includes, unless the context requires
otherwise, the estate or personal representative of an Officer.

(H) "Official Capacity" means: (i) when used with respect to a director, the
office of a director in a corporation; and (ii) when used with respect to an
officer, the office in a corporation held by the officer. Official Capacity
does not include service for any other domestic or foreign corporation or any
partnership, joint venture, trust, employee benefit plan, or other entity.

(I) "Party" means an individual who was, is, or is threatened to be made, a
named defendant or respondent in a proceeding.

(J) "Proceeding" means any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

Section 2. Basic Indemnification Arrangement. (A) Except as provided in
subsections 2(D) and 2(E) below and, if required by Section 4 below, upon a
determination pursuant to Section 4 in the specific case that such
indemnification is permissible in the circumstances under this subsection
because the individual has met the standard of conduct set forth in this
subsection (A), the Bank shall indemnify an individual who is made a party to a
proceeding because he or she is or was a Director or Officer against liability
incurred by him or her in the proceeding if he or she conducted himself or
herself in good faith and, in the case of conduct in his or her official
capacity, he or she reasonably believed such conduct was in the best interest
of the Bank, or in all other cases, he or she reasonably believed such conduct
was at least not opposed to the best interests of the Bank and, in the case of
any criminal proceeding, he or she had no reasonable cause to believe the
conduct was unlawful.

(B) A person's conduct with respect to an employee benefit plan for a purpose
he or she believes in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection 2(A) above.

(C) The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, is not, of
itself, determinative that the proposed indemnitee did not meet the standard of
conduct set forth in subsection 2(A) above.

(D) The Bank shall not indemnify a person under this Article (i) in connection
with a proceeding by or in the right of the Bank, except for reasonable
expenses incurred in connection with the proceeding if it is determined that
such person has met the relevant standard of conduct under this section, or
(ii) with respect to conduct for which such person was adjudged liable on the
basis that personal benefit was improperly received by him or her, whether or
not involving action in his official capacity.

36

SECTION 3. Advances for Expenses. (A) The Bank may advance funds to pay for or
reimburse the reasonable expenses incurred by a Director or Officer who is a
party to a proceeding because he or she is a Director or Officer in advance of
final disposition of the proceeding if (i) such person furnishes the Bank a
written affirmation of his or her good faith belief that he or she has met the
relevant standard of conduct set forth in subsection 2(A) above or that the
proceeding involves conduct for which liability has been eliminated under the
Bank's Articles of Incorporation; and (ii) such person furnishes the Bank a
written undertaking meeting the qualifications set forth below in subsection
3(B), executed personally or on his or her behalf, to repay any funds advanced
if it is ultimately determined that he or she is not entitled to any
indemnification under this Article or otherwise.

(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited
general obligation of the Director or Officer but need not be secured and shall
be accepted without reference to financial ability to make repayment.

(C) Authorizations under this Section shall be made: (i) by the Board of
Directors (a) when there are two or more Disinterested Directors, by a majority
vote of all Disinterested Directors (a majority of whom shall for such purpose
constitute a quorum) or by a majority of the members of a committee of two or
more Disinterested Directors appointed by such a vote; or (b) when there are
fewer than two Disinterested Directors, by a majority of the Directors present
in a meeting in which Directors who do not qualify as Disinterested Directors
may participate; or (ii) by the shareholder.

SECTION 4. Authorization of and Determination of Entitlement to
Indemnification.

(A) The Bank shall not indemnify a Director or Officer under Section 2 above
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of such person is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in subsection 2(A) above; provided, however, that regardless of the
result or absence of any such determination, to the extent that a Director or
Officer has been wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she is or was a
Director or Officer, the Bank shall indemnify such person against reasonable
expenses incurred by him or her in connection therewith.

(B) The determination referred to in subsection 4(A) above shall be made (i) if
there are two or more Disinterested Directors, by a majority vote of all the
Disinterested Directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
Disinterested Directors appointed by such a vote; (ii) by special legal counsel
(1) selected by the Board of Directors or its committee in the manner
prescribed in subdivision (i), or (2) if there are fewer than two Disinterested
Directors, selected by the Board of Directors (in which selection Directors who
do not qualify as Disinterested Directors may participate); or (iii) by the
shareholder; but shares owned by or voted under the control of a Director who
at the time does not qualify as a Disinterested Director may not be voted on
the determination.

(C) Authorization of indemnification or an obligation to indemnify, and
evaluation as to reasonableness of expenses of a Director or Officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 4(B) 

37

above, except that if there are fewer than two Disinterested Directors or if
the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection 4(B)(ii)(2) above to select counsel.

(D) The Board of Directors, a committee thereof, or special legal counsel
acting pursuant to subsection (B) above or Section 5 below, shall act
expeditiously upon an application for indemnification or advances, and
cooperate in the procedural steps required to obtain a judicial determination
under Section 5 below.

(E) The Bank may, by a provision in its Articles of Incorporation or Bylaws or
in a resolution adopted or a contract approved by its Board of Directors or
shareholder, obligate itself in advance of the act or omission giving rise to a
proceeding to provide indemnification or advance funds to pay for or reimburse
expenses consistent with this part. Any such obligatory provision shall be
deemed to satisfy the requirements referred to in Section 3(C) or Section 4(C).

SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A Director
or Officer who is a party to a proceeding because he or she is a Director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that: (i) the Director is entitled to indemnification under this part; or (ii)
in view of all the relevant circumstances, it is fair and reasonable to
indemnify the Director or Officer or to advance expenses to the Director or
Officer, even if the Director or Officer has not met the relevant standard of
conduct set forth in subsection 2(A) above, failed to comply with Section 3, or
was adjudged liable in a proceeding referred to in subsections (i) or (ii) of
Section 2(D), but if the Director or Officer was adjudged so liable, the
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding, unless the Articles of Incorporation of the Bank or a
Bylaw, contract or resolution approved or ratified by the shareholder pursuant
to Section 7 below provides otherwise.

If the court determines that the Director or Officer is entitled to
indemnification or an advance for expenses, it may also order the Bank to pay
the Director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

SECTION 6. Indemnification of Officers and Employees. (A) Unless the Bank's
Articles of Incorporation provide otherwise, the Bank shall indemnify and
advance expenses under this Article to an employee of the Bank who is not a
Director or Officer to the same extent, consistent with public policy, as to a
Director or Officer.

(B) The Bank may indemnify and advance expenses under this Article to an
officer of the Bank who is a party to a proceeding because he or she is an
Officer of the Bank: (i) to the same extent as a Director; and (ii) if he is
not a Director, to such further extent as may be provided by the Articles of
Incorporation, the Bylaws, a resolution of the Board of Directors, or contract
except for liability arising out of conduct that is enumerated in subsections
(A)(i) through (A)(iv) of Section 7. The provisions of this Section shall also
apply to an Officer who is also a Director if the sole basis on which he or she
is made a party to the proceeding is an act or omission solely as an Officer.

38

SECTION 7. Shareholder Approved Indemnification. (A) If authorized by the
Articles of Incorporation or a Bylaw, contract or resolution approved or
ratified by shareholder of the Bank, the Bank may indemnify or obligate itself
to indemnify a person made a party to a proceeding, including a proceeding
brought by or in the right of the Bank, without regard to the limitations in
other sections of this Article, but shares owned or voted under the control of
a Director who at the time does not qualify as a Disinterested Director with
respect to any existing or threatened proceeding that would be covered by the
authorization may not be voted on the authorization. The Bank shall not
indemnify a person under this Section 7 for any liability incurred in a
proceeding in which the person is adjudged liable to the Bank or is subjected
to injunctive relief in favor of the Bank: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Bank; (ii) for acts
or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or (iv) for any transaction from which he or
she received an improper personal benefit.

(B) Where approved or authorized in the manner described in subsection 7(A)
above, the Bank may advance or reimburse expenses incurred in advance of final
disposition of the proceeding only if: (i) the proposed indemnitee furnishes
the Bank a written affirmation of his good faith belief that his or her conduct
does not constitute behavior of the kind described in subsection 7(A)(i)-(iv)
above; and (ii) the proposed indemnitee furnishes the Bank a written
undertaking, executed personally, or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification.

SECTION 8. Liability Insurance. The Bank may purchase and maintain insurance on
behalf of an individual who is a Director, Officer, Employee, or agent of the
Bank or who, while a director, officer, employee, or agent of the Bank, is or
was serving at the request of the Bank as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the Bank would have power to indemnify him against the same liability under
Section 2 or Section 3 above.

SECTION 9. Witness Fees. Nothing in this Article shall limit the Bank's power
to pay or reimburse expenses incurred by a person in connection with his
appearance as a witness in a proceeding at a time when he is not a party.

SECTION 10. Report to Shareholders. If the Bank indemnifies or advances
expenses to a Director in connection with a proceeding by or in the right of
the Bank, the Bank shall report the indemnification or advance, in writing, to
the shareholder.

SECTION 11. Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, the remaining provisions of this Article shall
remain enforceable to the fullest extent permitted by law.

SECTION 12. Indemnification Not Exclusive. The rights of indemnification
provided in this Article VII shall be in addition to any rights which any such
Director, Officer, Employee or other person may otherwise be entitled by
contract or as a matter of law.

39

ARTICLE VIII
AMENDMENTS OF BYLAWS

SECTION 1. Amendments. The Board of Directors shall have the power to alter,
amend or repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by the
Board of Directors may be altered, amended or repealed and new Bylaws adopted
by the shareholder. Action by the Directors with respect to the Bylaws shall be
taken by an affirmative vote of a majority of all of the Directors then elected
and serving, unless a greater vote is required by law, the Articles of
Incorporation or these Bylaws.

ARTICLE IX
EMERGENCY TRANSFER OF RESPONSIBILITY

SECTION 1. Emergency Defined. In the event of a national emergency threatening
national security or a major disaster declared by the President of the United
States or the person performing his functions, which directly or severely
affects the operations of the Bank, the officers and employees of the Bank will
continue to conduct the affairs of the Bank under such guidance from the
Directors as may be available except as to matters which by law or regulation
require specific approval of the Board of Directors and subject to conformance
with any applicable laws, regulations, and governmental directives during the
emergency.

SECTION 2. Officers Pro Tempore. The Board of Directors shall have the power,
in the absence or disability of any officer, or upon the refusal of any officer
to act as a result of said national emergency directly and severely affecting
the operations of the Bank, to delegate and prescribe such officer's powers and
duties to any other officer, or to any Director.

In the event of a national emergency or state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Bank by its Directors and officers as contemplated by the Bylaws, any two
or more available members or alternate members of the then incumbent Executive
Committee shall constitute a quorum of such Committee for the full conduct and
management of the Bank in accordance with the provisions of Articles II and III
of the Bylaws. If two members or alternate members of the Executive Committee
cannot be expeditiously located, then three available Directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of the Bank until the then remaining Board can be
convened. These provisions shall be subject to implementation by resolutions of
the Board of Directors passed from time to time, and any provisions of the
Bylaws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or the provisions of any such implementary
resolutions shall be suspended until it shall be determined by any such interim
Executive Committee acting under this Section that it shall be to the advantage
of this Corporation to resume the conduct and management of its affairs and
business under all of the other provisions of these Bylaws.

SECTION 3. Officer Succession. If, in the event of a national emergency or
disaster which directly and severely affects the operations of the Bank, the
Chief Executive Officer cannot be located expeditiously or is unable to assume
or to continue normal duties, then the authority and duties of the office shall
be automatically assumed, without Board of Directors action, in order of title,
and subject only to willingness and ability to serve, by the Chairman of the
Board, President, Vice Chairman, Executive Vice President, Senior Vice
President, Vice President, 

40

Corporate Secretary or their successors in office at the time of the emergency
or disaster. Where two or more officers hold equivalent titles and are willing
and able to serve, seniority in title controls initial appointment. If, in the
same manner, the Corporate Secretary or Treasurer cannot be located or is
unable to assume or continue normal duties, the responsibilities attached
thereto shall, in like manner as described immediately above, be assumed by any
Executive Vice President, Senior Vice President, or Vice President. Any officer
assuming authority and position hereunder shall continue to serve until the
earlier of his resignation or the elected officer or a more senior officer
shall become available to perform the duties of the position of Chief Executive
Officer, Corporate Secretary, or Treasurer.

SECTION 4. Certification of Authority. In the event of a national emergency or
disaster that directly and severely affects the operations of the Bank, anyone
dealing with the Bank shall accept a certification by the Corporate Secretary
or any three officers that a specified individual is acting as Chairman of the
Board, Chief Executive Officer, President, Corporate Secretary, or Treasurer,
in accordance with these Bylaws; and that anyone accepting such certification
shall continue to consider it in force until notified in writing of a change,
such notice of change to carry the signature of the Corporate Secretary or
three officers of the Bank.

SECTION 5. Alternative Locations. In the event of a national emergency or
disaster which destroys, demolishes, or renders the Bank's offices or
facilities unserviceable, or which causes, or in the judgment of the Board of
Directors or the Executive Committee probably will cause, the occupancy or use
thereof to be a clear and imminent hazard to personal safety, the Bank shall
temporarily lease or acquire sufficient facilities to carry on its business as
may be designated by the Board of Directors. Any temporarily relocated place of
business of this Bank shall be returned to its legally authorized location as
soon as practicable and such temporary place of business shall then be
discontinued.

SECTION 6. Amendments to Article IX. At any meeting called in accordance with
Section 2 of this Article IX, the Board of Directors or Executive Committee, as
the case may be, may modify, amend or add to the provisions of this Article IX
so as to make any provision that may be practical or necessary for the
circumstances of the emergency.

41

EXHIBIT 5 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

42

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance on a delayed basis of up to
$2,000,000,000 of debt securities of Pitney Bowes Inc., SunTrust Bank hereby
consents that reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.

SUNTRUST BANK

By:  /s/ Jack Ellerin
--------------------------------------
Jack Ellerin
Assistant Vice President

43

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)

44

===============================================================================
|                                       |                                     |
|SunTrust Bank                          |FFIEC 031                            |
|303 PEACHTREE  STREET, NORTHEAST       |Consolidated Report of Condition     |
|ATLANTA , GA 30308                     |for June 30, 2001                    |
|Certificate Number: 867                |                                     |
===============================================================================

Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for June 30, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

Dollar
Amounts in
Thousands
ASSETS

1.Cash and balances due from depository institutions (from Schedule RC-A)
a.Noninterest-bearing balances and currency and coin1                        RCFD 0081          4,029,295
b.Interest-bearing balances2                                                 RCFD 0071            108,872
2.Securities:
a.Held-to-maturity securities (from Schedule RC-B, column A)                 RCFD 1754                  0
b.Available-for-sale securities (from Schedule RC-B, column D)               RCFD 1773         15,927,784
3.Federal funds sold and securities purchased under agreements to resell           RCFD 1350          2,428,869
4.Loans and lease financing receivables (from Schedule RC-C):
a.Loans and leases held for sale                                             RCFD 5369          3,126,942
b.Loans and leases, net of unearned income                                   RCFD B528         68,709,512
c.LESS: Allowance for loan and lease losses                                  RCFD 3123            848,294
d.Loans and leases, net of unearned income and allowance 
(item 4.b minus 4.c)                                                       RCFD B529         67,861,218
5.Trading assets (from Schedule RC-D)                                              RCFD 3545            484,294
6.Premises and fixed assets (including capitalized leases)                         RCFD 2145          1,298,098
7.Other real estate owned (from Schedule RC-M)                                     RCFD 2150             31,250
8.Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)                                                                   RCFD 2130                  0
9.Customers' liability to this bank on acceptances outstanding                     RCFD 2155             89,475
10.Intangible assets:
a.Goodwill                                                                   RCFD 3163            241,499
b.Other intangible assets (from Schedule RC-M)                               RCFD 0426            379,965
11.Other assets (from Schedule RC-F)                                                RCFD 2160          2,086,020
12.Total assets (sum of items 1 through 11)                                         RCFD 2170         98,093,581

45

LIABILITIES
13.Deposits:
a.In domestic offices (sum of totals of columns A and C from 
Schedule RC-E, part I)                                                     RCON 2200         60,291,519
(1)Noninterest-bearing3                                                 RCON 6631          8,743,385
(2)Interest-bearing                                                     RCON 6636         51,548,134
b.In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II)                                                    RCFN2200           3,658,760
(1)Noninterest-bearing                                                  RCFN6631                   0
(2)Interest-bearing                                                     RCFN6636           3,658,760
14.Federal funds purchased and securities sold under agreements to repurchase       RCFD 2800         12,161,227
15.Trading liabilities (from Schedule RC-D)                                         RCFD 3548                  0
16.Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M)                                         RCFD 3190          9,411,416
17.Not applicable
18.Bank's liability on acceptances executed and outstanding                         RCFD 2920             89,475
19.Subordinated notes and debentures4                                               RCFD 3200          1,493,103
20.Other liabilities (from Schedule RC-G)                                           RCFD 2930          2,403,914
21.Total liabilities (sum of items 13 through 20)                                   RCFD 2948         89,509,414
22.Minority interest in consolidated subsidiaries                                   RCFD 3000            166,493
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus                                    RCFD 3838                  0
24.Common stock                                                                     RCFD 3230             21,600
25.Surplus (exclude all surplus related to preferred stock)                         RCFD 3839          2,516,538
26.a.    Retained earnings                                                          RCFD 3632          4,919,946
b.    Accumulated other comprehensive income5                                    RCFD B530            959,590
27.Other equity capital components6                                                 RCFD A130                  0
28.Total equity capital (sum of items 23 through 27)                                RCFD 3210          8,417,674
29.Total liabilities, minority interest, and equity capital (sum of items 21, 22,
and 28)                                                                          RCFD 3300         98,093,581

Memorandum
To be reported with the March Report of Condition.
1.Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank
by independent external auditors as of any date during 2000                      RCFD 6724             Number
N/A

1 =  Independent audit of the bank conducted in           4 = Directors' examination of the bank conducted in
accordance with generally accepted auditing              accordance with generally accepted auditing
standards by a certified public accounting firm          standards by a certified public accounting firm (may
which submits a report on the bank                       be required by 

46

state chartering authority)
2 =  Independent audit of the bank's parent holding       5 = Directors' examination of the bank performed by
company conducted in accordance with generally           other external auditors (may be required by state
accepted auditing standards by a certified public        chartering authority)
accounting firm which submits a report on the        6 = Review of the bank's financial statements by     
consolidated holding company (but not on the bank        external auditors                                
separately)                                          7 = Compilation of the bank's financial statements by
external auditors                                
3=   Attestation on bank management's assertion on the    8 = Other audit                                      
procedures (excluding tax preparation effectiveness  9 = No external audit work                           
of the bank's internal control over work) financial  
reporting by a certified public accounting firm      
<FN>
---------
1Includes cash items in process of collection and unposted debits.
2Includes time certificates of deposit not held for trading.
3Includes total demand deposits and noninterest-bearing time and savings deposits.
4Includes limited-life preferred stock and related surplus.
5Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
6Includes treasury stock and unearned Employee Stock Ownership Plan shares.
</FN>

47

EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

48

EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

49