• you are required to make the representations described on page 6 to us
  
  
• you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, The Bank of New York, by 5:00 p.m., New York time, on          , 2003
  
  
• you should read the section called “The Exchange Offer” for further information on how to exchange your old debentures for new debentures

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• Annual Report on Form 10-K for the year ended February 1, 2003 (including the portions of the proxy statement for our annual meeting of stockholders to be held on May 19, 2003 incorporated by reference therein).

• Current Report on Form 8-K filed on February 12, 2003.

• Current Report on Form 8-K filed on March 4, 2003.

• Current Report on Form 8-K filed on April 7, 2003.

Limited Brands, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(614) 415-7076

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• you are not one of our “affiliates,” which is defined in Rule 405 of the Securities Act;

• you acquire the new debentures in the ordinary course of your business;

• you do not have any arrangement or understanding with any person to participate in the distribution of the new debentures; and

• you are not engaged in, and do not intend to engage in, a distribution of the new debentures.

• you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new debentures;

• you must acknowledge that you will deliver a prospectus in connection with any resale of the new debentures you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

• you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new debentures received in exchange for old debentures acquired by you as a result of market making or other trading activities.

• a 33% increase in our common stock annual cash dividend to $0.40 from $0.30 cents per share. The quarterly dividend of $0.10 per share is payable on March 18, 2003 to shareholders of record at the close of business on March 7, 2003.

• authorization by our Board of Directors of a repurchase of up to $150 million of our outstanding shares. We may repurchase shares from time to time in the open market or through privately negotiated transactions, depending on prevailing market conditions.

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Our revenue and profit results are sensitive to general economic conditions, consumer confidence and spending patterns.

Our net sales, operating income and inventory levels fluctuate on a seasonal basis.

We may be unable to compete favorably in the highly competitive segment of the retail industry.

We may not be able to keep up with fashion trends and may not be able to launch new product lines successfully.

We may lose key personnel.

Our manufacturers may be unable to manufacture and deliver products in a timely manner or meet quality standards.

We rely significantly on foreign sources of production.

• political instability;

• imposition of new legislation relating to import quotas that may limit the quantity of goods which may be imported into the United States from countries in a particular region;

• imposition of duties, taxes, and other charges on imports;

• currency and exchange risks;

• local business practice and political issues, including issues relating to compliance with domestic or international labor standards which may result in adverse publicity; and

• potential delays or disruptions in shipping and related pricing impacts.

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We depend on a high volume of mall traffic and the availability of suitable lease space.

Increases in costs of mailing, paper and printing may affect our business.

We depend on payments from our subsidiaries and claims of exchange debenture holders rank junior to those of creditors of our subsidiaries.

There may not be an active market for the old debentures or the new debentures.

        In the fiscal year ended February 1, 2003: (1) a $33.8 million non-cash, special and nonrecurring charge resulting from the Intimate Brands, Inc. recombination and (2) a $6.1 million gain resulting from the sale of our interest in Charming Shoppes, Inc. common stock.

        In the fiscal year ended February 2, 2002: (1) a $170.0 million gain from the sale of Lane Bryant and (2) an aggregate gain of $62.1 million from the initial public offerings of Galyan’s Trading Company Inc. and Alliance Data Systems Corp.

        In the fiscal year ended February 3, 2001: a $9.9 million charge to close Bath & Body Works’ nine stores in the United Kingdom.

        In the fiscal year ended January 29, 2000: (1) the reserve reversal of $36.6 million related to downsizing costs for Henri Bendel; (2) an $11.0 million gain from the sale of our 60% majority interest in Galyan’s Trading Company Inc.; and (3) a $13.1 million charge for transaction costs related to the Limited Too spin-off.

        In the fiscal year ended January 30, 1999: (1) a $l.651 billion tax-free gain on the split-off of Abercrombie & Fitch; (2) a $93.7 million gain from the sale of our remaining interest in Brylane, Inc.; and (3) a $5.1 million charge for associate termination costs of Henri Bendel.

12

• we are the successor corporation or the successor corporation expressly assumes by a supplemental indenture the obligations of the debt securities (in which case, except in the case of a lease, we will be discharged from the debt securities); and

• immediately afterward, we or the successor corporation would not be in default in the performance of any covenant or condition of the indenture. (Sections 5.05 and 14.01)

• extend the fixed maturity of the exchange debenture;

• reduce the interest rate or extend the time of interest payments;

• reduce the principal or premium amount;

• reduce the amount of the principal of original issue discount securities payable on any date;

• change the currency in which principal, premium or interest payments are made; or

• impair the right to bring lawsuits to enforce principal, premium or interest payments.

• we fail to pay interest when due on any exchange debenture for 30 days;

• we fail to pay the principal or any premium on any exchange debenture when due;

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• we fail to perform any other covenant in the indenture and this failure continues for 90 days after we receive written notice of it (unless the covenant was solely for the benefit of a series of debt securities other than the exchange debentures); or

• we or a court take certain actions relating to our bankruptcy or insolvency. (Section 6.01)

• written notice of the occurrence of an Event of Default;

• a request to take action from the holders of not less than 25% of the aggregate principal amount of the debt securities of such series; and

• an offer satisfactory to the Trustee to provide security and indemnity against liabilities that might be incurred by taking action.

• all debt securities previously issued under the indenture have been cancelled or delivered to the Trustee for cancellation;

• all outstanding principal, premium and interest payments have been paid; and

• funds have been deposited with the Trustee at the maturity of the debt securities sufficient to pay in full the principal, premium and interest payments on all debt securities then outstanding. (Sections 11.01 and 11.02)

        (1)  use our reasonable best efforts to file with the SEC within 90 days after the initial issuance of the old debentures a registration statement relating to an offer to exchange the old debentures for securities with principal amount and terms identical in all material respects to the principal amount and terms of the old debentures, except that the new debentures will not contain terms with respect to transfer restrictions under the Securities Act or the payment of additional interest;

        (2)  use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days after the initial issuance of the old debentures;

        (3)  commence the exchange offer promptly after the exchange offer registration statement has been declared effective;

        (4)  use our reasonable best efforts to keep the exchange offer registration statement effective until six months following the closing of the exchange offer; and

        (5)  use our reasonable best efforts to cause the exchange to be completed within 210 days after the initial issuance of the old debentures.

• we do not file with the SEC a registration statement which we are required to file under the registration rights agreement within the applicable 90‑day period specified in the registration rights agreement and described above;

• the SEC does not declare a registration statement effective within the applicable 180‑day period specified in the registration rights agreement and described above;

• we do not consummate the exchange offer within 210 days after the initial issuance of the old debentures; or

• we have filed, and the SEC has declared effective, a shelf registration statement and at any time prior to the earlier of two years from the date the shelf registration is declared effective and such time as all the old debentures covered by the shelf registration statement have been disposed of under the shelf registration statement, the shelf registration statement ceases to be effective, or fails to be usable for its intended purpose without being succeeded within two business days by a post‑effective amendment which cures the failure and that is itself immediately declared effective;

• When you tender to us old debentures as provided below, our acceptance of the old debentures will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

• For each $1,000 principal amount of old debentures surrendered to us in the exchange offer, we will give you $1,000 principal amount of new debentures.

• We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old debentures. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old debentures at their addresses listed in the trustee’s security register with respect to the old debentures.

• The exchange offer expires at 5:00 p.m., New York City time, on               , 2003; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means               , 2003 or, if extended by us, the latest time and date to which the exchange offer is extended.

• As of the date of this prospectus, $350,000,000 in aggregate principal amount of the old debentures were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old debentures being tendered.

• Our obligation to accept old debentures for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old debentures, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old debentures previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised with respect to such debentures. Any old debentures not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old debentures that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old debentures as promptly as practicable. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service.

• Holders of old debentures do not have any appraisal or dissenters’ rights in connection with the exchange offer.

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• Old debentures which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resale of the New Debentures.”

  Important rules concerning the exchange offer

• All questions as to the validity, form, eligibility, time of receipt and acceptance of old debentures tendered for exchange will be determined by Limited Brands in its sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular old debentures not properly tendered or to not accept any particular old debentures which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old debentures either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old debentures in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old debentures for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular old debentures either before or after the expiration date shall be final and binding on all parties.

• Neither Limited Brands, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old debentures for exchange, nor shall any of them incur any liability for failure to give any notification.

What to submit and how

         (1)   certificates for old debentures must be received by the exchange agent along with the letter of transmittal, or

         (2)   a timely confirmation of a book-entry transfer of old debentures, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date or

         (3)   you must comply with the guaranteed delivery procedures described below.

        (1) by a registered holder of the old debentures who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or

        (2) for the account of an eligible institution.

• a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or

• a commercial bank or trust company having an office or correspondent in the United States.

• certificates for old debentures, or

• a timely book-entry confirmation of transfer of old debentures into the exchange agent’s account at DTC using the book-entry transfer procedures described below, and

• a properly completed and duly executed letter of transmittal.

        (1)   the tender is made through an eligible institution,

        (2)   prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, stating:

• the name and address of the holder of old debentures

• the amount of old debentures tendered

• the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old debentures, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by that eligible institution with the exchange agent, and

        (3)   the certificates for all physically tendered old debentures, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

• the name of the person having tendered the old debentures to be withdrawn

• the old debentures to be withdrawn

• the principal amount of the old debentures to be withdrawn

• if certificates for old debentures have been delivered to the exchange agent, the name in which the old debentures are registered, if different from that of the withdrawing holder

• if certificates for old debentures have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution.

• if old debentures have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old debentures and otherwise comply with the procedures of that facility.

        (1)   will not be able to rely on the interpretation of the staff of the SEC,

        (2)   will not be able to tender its old debentures in the exchange offer and

        (3)   must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the debentures unless that sale or transfer is made using an exemption from those requirements.

        (1)   it is not our “affiliate;”

        (2)  any new debentures to be received by it were acquired in the ordinary course of its business; and

 

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        (3)   it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the new debentures.

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II-2

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S-2

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                                                                      EXHIBIT 1


                                                                 EXECUTION COPY



                              LIMITED BRANDS, INC.


                                  $350,000,000

                           6.95% Debentures due 2033

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                             New York, New York
                                                              February 19, 2003


J.P. Morgan Securities Inc.
As Representative of the Initial Purchasers
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York  10017

Dear Sirs:

          Limited Brands, Inc., a corporation organized under the laws
of Delaware (the "Company"), proposes to issue and sell to certain purchasers
(the "Initial Purchasers"), upon the terms set forth in a purchase agreement
dated as of February 13, 2003 (the "Purchase Agreement"), its 6.95% Debentures
due 2033 (the "Securities") relating to the initial placement of the Securities
(the "Initial Placement"). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company agrees with you for your benefit and the benefit of the holders
from time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

     1.   Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the
following meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

          "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether






by contract or otherwise; and the terms "controlling" and "controlled" shall
have meanings correlative to the foregoing.

          "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

          "Exchange Offer Registration Period" shall mean the six-month
period following the consummation of the Registered Exchange Offer, exclusive
of any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments thereto, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

          "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

          "Holder" shall have the meaning set forth in the preamble hereto.

          "Indenture" shall mean the Indenture relating to the Securities to
be dated as of February , 2003, between the Company and The Bank of New York,
as trustee, as the same may be amended from time to time in accordance with the
terms thereof.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

          "Losses" shall have the meaning set forth in Section 6(d) hereof.

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                                     - 2 -





          "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an
underwritten offering.

          "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture or the New Securities Indenture.

          "New Securities Indenture" shall mean an indenture between
the Company and the New Securities Trustee, identical in all material respects
to the Indenture (except that the cash interest and interest rate step-up
provisions will be modified or eliminated, as appropriate).

          "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

          "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

          "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

          "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

          "Securities" shall have the meaning set forth in the preamble
hereto.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

          "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements

                                     - 3 -





to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

          "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

     2.   Registered Exchange Offer. (a) The Company shall use its reasonable
best efforts to prepare and file, not later than 90 days following the date of
the original issuance of the Securities (or if such 90th day is not a Business
Day, the next succeeding Business Day), with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 180 days of the
date of the original issuance of the Securities (or if such 180th day is not a
Business Day, the next succeeding Business Day) and use its reasonable best
efforts to consummate the Registered Exchange Offer as promptly as practicable,
but in any event within 210 days of the date of the original issuance of the
Securities (or if such 210th day is not a Business Day, the next succeeding
Business Day).

          (b) Upon the effectiveness of the Exchange Offer Registration
     Statement, the Company shall promptly commence the Registered Exchange
     Offer, it being the objective of such Registered Exchange Offer to enable
     each Holder electing to exchange Securities for New Securities (assuming
     that such Holder is not an Affiliate of the Company, acquires the New
     Securities in the ordinary course of such Holder's business, has no
     arrangements with any Person to participate in the distribution of the New
     Securities and is not prohibited by any law or policy of the Commission
     from participating in the Registered Exchange Offer) to trade such New
     Securities from and after their receipt without any limitations or
     restrictions under the Act and without material restrictions under the
     securities laws of a substantial proportion of the several states of the
     United States.

          (c) In connection with the Registered Exchange Offer, the Company
     shall:

               (i)  mail to each Holder a copy of the Prospectus forming part
                    of the Exchange Offer Registration Statement, together with
                    an appropriate letter of transmittal and related documents;

               (ii) keep the Registered Exchange Offer open for not less than
                    20 Business Days after the date notice thereof is mailed to
                    the Holders (or longer if required by applicable law);

               (iii) use its reasonable best efforts to keep the Exchange Offer
                    Registration Statement continuously effective, supplemented
                    and amended as required under the Act to ensure that it is
                    available for sales of New Securities by Exchanging Dealers
                    during the Exchange Offer Registration Period;


                                     - 4 -




               (iv) utilize the services of a depositary for the Registered
                    Exchange Offer with an address in the Borough of Manhattan
                    in New York City, which may be the Trustee, the New
                    Securities Trustee or an Affiliate of either of them;

               (v)  permit Holders to withdraw tendered Securities at any time
                    prior to the close of business, New York time, on the last
                    Business Day on which the Registered Exchange Offer is
                    open; and

               (vi) comply in all respects with all applicable laws.

          (d) As soon as practicable after the close of the Registered Exchange
     Offer, the Company shall:

               (i)  accept for exchange all Securities tendered and not validly
                    withdrawn pursuant to the Registered Exchange Offer;

               (ii) deliver to the Trustee for cancellation all Securities so
                    accepted for exchange; and

               (iii) cause the New Securities Trustee promptly to authenticate
                    and deliver to each Holder of Securities a principal amount
                    of New Securities equal to the principal amount of the
                    Securities of such Holder so accepted for exchange.

          (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
     and any such Holder using the Registered Exchange Offer to participate in
     a distribution of the New Securities (x) could not under Commission policy
     as in effect on the date of this Agreement rely on the position of the
     Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and
     Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
     interpreted in the Commission's letter to Shearman & Sterling dated July
     2, 1993 and similar no-action letters; and (y) must comply with the
     registration and prospectus delivery requirements of the Act in connection
     with any secondary resale transaction and must be covered by an effective
     registration statement containing the selling security holder information
     required by Item 507 or 508, as applicable, of Regulation S-K under the
     Act if the resales are of New Securities obtained by such Holder in
     exchange for Securities acquired by such Holder directly from the Company
     or one of its Affiliates. Accordingly, each Holder participating in the
     Registered Exchange Offer shall be required to represent to the Company
     that, at the time of the consummation of the Registered Exchange Offer:

               (i)  any New Securities received by such Holder will be acquired
                    in the ordinary course of business;

               (ii) such Holder will have no arrangement or understanding with
                    any Person to participate in the distribution of the
                    Securities or the New Securities within the meaning of the
                    Act; and


                                     - 5 -





               (iii) such Holder is not an Affiliate of the Company.

          (f) If any Initial Purchaser determines that it is not eligible to
     participate in the Registered Exchange Offer with respect to the exchange
     of Securities constituting any portion of an unsold allotment, at the
     request of such Initial Purchaser, the Company shall issue and deliver to
     such Initial Purchaser or the Person purchasing New Securities registered
     under a Shelf Registration Statement as contemplated by Section 3 hereof
     from such Initial Purchaser, in exchange for such Securities, a like
     principal amount of New Securities. The Company shall use its reasonable
     best efforts to cause the CUSIP Service Bureau to issue the same CUSIP
     number for such New Securities as for New Securities issued pursuant to
     the Registered Exchange Offer.

     3.   Shelf Registration. (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
the Registered Exchange Offer is not consummated within 210 days of the date
hereof; (iii) any Initial Purchaser so requests with respect to Securities that
are not eligible to be exchanged for New Securities in the Registered Exchange
Offer and that are held by it following consummation of the Registered Exchange
Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to
participate in the Registered Exchange Offer; or (v) in the case of any Initial
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the
requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such
Securities shall result in such New Securities being not "freely tradeable";
and (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

          (b) (i) The Company shall as promptly as practicable (but in no event
     more than 90 days after so required or requested pursuant to this Section
     3), file with the Commission and thereafter shall use its reasonable best
     efforts to cause to be declared effective under the Act, within 180 days
     of the date the Company is required to make such filing in accordance with
     subsection (a) above, a Shelf Registration Statement relating to the offer
     and sale of the Securities or the New Securities, as applicable, by the
     Holders thereof from time to time in accordance with the methods of
     distribution elected by such Holders and set forth in such Shelf
     Registration Statement; provided, however, that no Holder (other than an
     Initial Purchaser) shall be entitled to have the Securities held by it
     covered by such Shelf Registration Statement unless such Holder agrees in
     writing to be bound by all of the provisions of this Agreement applicable
     to such Holder; and provided further, that with respect to New Securities
     received by an Initial Purchaser in exchange for Securities constituting
     any portion of an unsold allotment, the Company may, if permitted by
     current interpretations by the Commission's staff, file a post-


                                     - 6 -




     effective amendment to the Exchange Offer Registration Statement
     containing the information required by Item 507 or 508 of Regulation S-K,
     as applicable, in satisfaction of its obligations under this subsection
     with respect thereto, and any such Exchange Offer Registration Statement,
     as so amended, shall be referred to herein as, and governed by the
     provisions herein applicable to, a Shelf Registration Statement.

               (ii) The Company shall use its reasonable best efforts to keep
                    the Shelf Registration Statement continuously effective,
                    supplemented and amended as required by the Act, in order
                    to permit the Prospectus forming part thereof to be usable
                    by Holders for a period of two years from the date the
                    Shelf Registration Statement is declared effective by the
                    Commission or such shorter period that will terminate when
                    all the Securities or New Securities, as applicable,
                    covered by the Shelf Registration Statement have been sold
                    pursuant to the Shelf Registration Statement (in any such
                    case, such period being called the "Shelf Registration
                    Period"). The Company shall be deemed not to have used its
                    reasonable best efforts to keep the Shelf Registration
                    Statement effective during the requisite period if it
                    voluntarily takes any action that would result in Holders
                    of Securities covered thereby not being able to offer and
                    sell such Securities during that period, unless (A) such
                    action is required by applicable law; or (B) such action is
                    taken by the Company in good faith and for valid business
                    reasons (not including avoidance of the Company's
                    obligations hereunder), including the acquisition or
                    divestiture of assets, so long as the Company promptly
                    thereafter complies with the requirements of Section 4(k)
                    hereof, if applicable.

               (iii) The Company shall cause the Shelf Registration Statement
                    and the related Prospectus and any amendment or supplement
                    thereto, as of the effective date of the Shelf Registration
                    Statement or such amendment or supplement, (A) to comply in
                    all material respects with the applicable requirements of
                    the Act and the rules and regulations of the Commission;
                    and (B) not to contain any untrue statement of a material
                    fact or omit to state a material fact required to be stated
                    therein or necessary in order to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading.

     4.   Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

          (a) The Company shall:

               (i)  furnish to you, not less than five Business Days prior to
                    the filing thereof with the Commission, a copy of any
                    Exchange Offer


                                     - 7 -




                    Registration Statement and any Shelf Registration
                    Statement, and each amendment thereof and each amendment or
                    supplement, if any, to the Prospectus included therein
                    (including all documents incorporated by reference therein
                    after the initial filing) and shall use its reasonable best
                    efforts to reflect in each such document, when so filed
                    with the Commission, such comments as you reasonably
                    propose;

               (ii) include the information set forth in Annex A hereto on the
                    facing page of the Prospectus contained in the Exchange
                    Offer Registration Statement, in Annex B hereto in the
                    forepart of the Prospectus contained in the Exchange Offer
                    Registration Statement in a section setting forth details
                    of the Exchange Offer, in Annex C hereto in the
                    underwriting or plan of distribution section of the
                    Prospectus contained in the Exchange Offer Registration
                    Statement, and in Annex D hereto in the letter of
                    transmittal delivered pursuant to the Registered Exchange
                    Offer;

               (iii) if requested by an Initial Purchaser, include the
                    information required by Item 507 or 508 of Regulation S-K,
                    as applicable, in the Prospectus contained in the Exchange
                    Offer Registration Statement; and

               (iv) in the case of a Shelf Registration Statement, include the
                    names of the Holders that propose to sell Securities
                    pursuant to the Shelf Registration Statement as selling
                    security holders.

          (b) The Company shall ensure that:

               (i)  any Registration Statement and any amendment thereto and
                    any Prospectus forming part thereof and any amendment or
                    supplement thereto complies in all material respects with
                    the Act and the rules and regulations thereunder; and

               (ii) any Registration Statement and any amendment thereto does
                    not, when it becomes effective, contain an untrue statement
                    of a material fact or omit to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein not misleading.

          (c) The Company shall advise you, the Holders of Securities covered
     by any Shelf Registration Statement and any Exchanging Dealer under any
     Exchange Offer Registration Statement that has provided in writing to the
     Company a telephone or facsimile number and address for notices, and, if
     requested by you or any such Holder or Exchanging Dealer, shall confirm
     such advice in writing (which notice pursuant to clauses (ii)-(v) hereof
     shall be accompanied by an instruction to suspend the use of the
     Prospectus until the Company shall have remedied the basis for such
     suspension):


                                     - 8 -





               (i)  when a Registration Statement and any amendment thereto has
                    been filed with the Commission and when the Registration
                    Statement or any post-effective amendment thereto has
                    become effective;

               (ii) of any request by the Commission for any amendment or
                    supplement to the Registration Statement or the Prospectus
                    or for additional information;

               (iii) of the issuance by the Commission of any stop order
                    suspending the effectiveness of the Registration Statement
                    or the initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company of any notification with
                    respect to the suspension of the qualification of the
                    securities included therein for sale in any jurisdiction or
                    the initiation of any proceeding for such purpose; and

               (v)  of the happening of any event that requires any change in
                    the Registration Statement or the Prospectus so that, as of
                    such date, the statements therein are not misleading and do
                    not omit to state a material fact required to be stated
                    therein or necessary to make the statements therein (in the
                    case of the Prospectus, in the light of the circumstances
                    under which they were made) not misleading.

          (d) The Company shall use its reasonable best efforts to obtain the
     withdrawal of any order suspending the effectiveness of any Registration
     Statement or the qualification of the securities therein for sale in any
     jurisdiction at the earliest possible time.

          (e) The Company shall furnish to each Holder of Securities covered by
     any Shelf Registration Statement, without charge, at least one copy of
     such Shelf Registration Statement and any post-effective amendment
     thereto, including all material incorporated therein by reference, and, if
     the Holder so requests in writing, all exhibits thereto (including
     exhibits incorporated by reference therein).

          (f) The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities covered by any Shelf Registration Statement,
     without charge, as many copies of the Prospectus (including each
     preliminary Prospectus) included in such Shelf Registration Statement and
     any amendment or supplement thereto as such Holder may reasonably request.
     The Company consents to the use of the Prospectus or any amendment or
     supplement thereto by each of the selling Holders of securities in
     connection with the offering and sale of the securities covered by the
     Prospectus, or any amendment or supplement thereto, included in the Shelf
     Registration Statement.

          (g) The Company shall furnish to each Exchanging Dealer which so
     requests, without charge, at least one copy of the Exchange Offer
     Registration Statement and any post-effective amendment thereto, including
     all material incorporated by reference

                                     - 9 -





     therein, and, if the Exchanging Dealer so requests in writing, all
     exhibits thereto (including exhibits incorporated by reference therein).

          (h) The Company shall promptly deliver to each Initial Purchaser,
     each Exchanging Dealer and each other Person required to deliver a
     Prospectus during the Exchange Offer Registration Period, without charge,
     as many copies of the Prospectus included in such Exchange Offer
     Registration Statement and any amendment or supplement thereto as any such
     Person may reasonably request. The Company consents to the use of the
     Prospectus or any amendment or supplement thereto by any Initial
     Purchaser, any Exchanging Dealer and any such other Person that may be
     required to deliver a Prospectus following the Registered Exchange Offer
     in connection with the offering and sale of the New Securities covered by
     the Prospectus, or any amendment or supplement thereto, included in the
     Exchange Offer Registration Statement.

          (i) Prior to the Registered Exchange Offer or any other offering of
     Securities pursuant to any Registration Statement, the Company shall
     arrange, if necessary, for the qualification of the Securities or the New
     Securities for sale under the laws of such jurisdictions as any Holder
     shall reasonably request and will maintain such qualification in effect so
     long as required; provided that in no event shall the Company be obligated
     to qualify to do business in any jurisdiction where it is not then so
     qualified or to take any action that would subject it to service of
     process in suits, other than those arising out of the Initial Placement,
     the Registered Exchange Offer or any offering pursuant to a Shelf
     Registration Statement, in any such jurisdiction where it is not then so
     subject.

          (j) The Company shall cooperate with the Holders of Securities to
     facilitate the timely preparation and delivery of certificates
     representing New Securities or Securities to be issued or sold pursuant to
     any Registration Statement free of any restrictive legends and in such
     denominations and registered in such names as Holders may request.

          (k) Upon the occurrence of any event contemplated by subsections
     (c)(ii) through (v) above, the Company shall promptly prepare a
     post-effective amendment to the applicable Registration Statement or an
     amendment or supplement to the related Prospectus or file any other
     required document so that, as thereafter delivered to Initial Purchasers
     of the securities included therein, the Prospectus will not include an
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. In such
     circumstances, the period of effectiveness of the Exchange Offer
     Registration Statement provided for in Section 2 and the Shelf
     Registration Statement provided for in Section 3(b) shall each be extended
     by the number of days from and including the date of the giving of a
     notice of suspension pursuant to Section 4(c) to and including the date
     when the Initial Purchasers, the Holders of the Securities and any known
     Exchanging Dealer shall have received such amended or supplemented
     Prospectus pursuant to this Section.

          (l) Not later than the effective date of any Registration Statement,
     the Company shall provide a CUSIP number for the Securities or the


                                     - 10 -




     New Securities, as the case may be, registered under such Registration
     Statement and provide the Trustee with printed certificates for such
     Securities or New Securities, in a form eligible for deposit with The
     Depository Trust Company.

          (m) The Company shall comply with all applicable rules and
     regulations of the Commission and shall make generally available to its
     security holders as soon as practicable after the effective date of the
     applicable Registration Statement an earnings statement satisfying the
     provisions of Section 11(a) of the Act.

          (n) The Company shall cause the Indenture or the New Securities
     Indenture, as the case may be, to be qualified under the Trust Indenture
     Act in a timely manner.

          (o) The Company may require each Holder of securities to be sold
     pursuant to any Shelf Registration Statement to furnish to the Company
     such information regarding the Holder and the distribution of such
     securities as the Company may from time to time reasonably require for
     inclusion in such Registration Statement. The Company may exclude from
     such Shelf Registration Statement the Securities of any Holder that
     unreasonably fails to furnish such information within a reasonable time
     after receiving such request.

          (p) In the case of any Shelf Registration Statement, the Company
     shall enter into such and take all other appropriate actions (including,
     if requested, an underwriting agreement in customary form) in order to
     expedite or facilitate the registration or the disposition of the
     Securities, and in connection therewith, if an underwriting agreement is
     entered into, cause the same to contain indemnification provisions and
     procedures no less favorable than those set forth in Section 6 (or such
     other provisions and procedures acceptable to the Majority Holders and the
     Managing Underwriters, if any, with respect to all parties to be
     indemnified pursuant to Section 6).

          (q) In the case of any Shelf Registration Statement, the Company
     shall:

               (i)  make reasonably available for inspection by the Holders of
                    Securities to be registered thereunder, any underwriter
                    participating in any disposition pursuant to such
                    Registration Statement, and any attorney, accountant or
                    other agent retained by the Holders or any such underwriter
                    all relevant financial and other records, pertinent
                    corporate documents and properties of the Company and its
                    subsidiaries;

               (ii) cause the Company's officers, directors and employees to
                    supply all relevant information reasonably requested by the
                    Holders or any such underwriter, attorney, accountant or
                    agent in connection with any such Registration Statement as
                    is customary for similar due diligence examinations;
                    provided, however, that any information that is designated
                    in writing by the Company, in good faith, as confidential
                    at the time of delivery of such information shall be kept
                    confidential by the Holders or any such underwriter,


                                     - 11 -





                    attorney, accountant or agent, unless such disclosure is
                    made in connection with a court proceeding or required by
                    law, or such information becomes available to the public
                    generally or through a third party without an accompanying
                    obligation of confidentiality;

              (iii) make such representations and warranties to the Holders of
                    Securities registered thereunder and the underwriters, if
                    any, in form, substance and scope as are customarily made
                    by issuers to underwriters in primary underwritten
                    offerings and covering matters including, but not limited
                    to, those set forth in the Purchase Agreement;

               (iv) obtain opinions of counsel to the Company and updates
                    thereof (which counsel and opinions (in form, scope and
                    substance) shall be reasonably satisfactory to the Managing
                    Underwriters, if any) addressed to each selling Holder and
                    the underwriters, if any, covering such matters as are
                    customarily covered in opinions requested in underwritten
                    offerings and such other matters as may be reasonably
                    requested by such Holders and underwriters;

               (v)  obtain "cold comfort" letters and updates thereof from the
                    independent certified public accountants of the Company
                    (and, if necessary, any other independent certified public
                    accountants of any subsidiary of the Company or of any
                    business acquired by the Company for which financial
                    statements and financial data are, or are required to be,
                    included in the Registration Statement), addressed to each
                    selling Holder of Securities registered thereunder and the
                    underwriters, if any, in customary form and covering
                    matters of the type customarily covered in "cold comfort"
                    letters in connection with primary underwritten offerings;
                    and

               (vi) deliver such documents and certificates as may be
                    reasonably requested by the Majority Holders and the
                    Managing Underwriters, if any, including those to evidence
                    compliance with Section 4(k) and with any customary
                    conditions contained in the underwriting agreement or other
                    agreement entered into by the Company.

          The actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

          (r) In the case of any Exchange Offer Registration Statement in which
     a Broker-Dealer is required to deliver a Prospectus during the Exchange
     Offer Registration Period, the Company agrees that the provisions of
     Section 4(q) as they relate to a Shelf Registration shall also apply to
     any Exchange Offer Registration Statement; provided that the application
     of the Shelf Registration procedures set forth in Section 4(q) of this


                                     - 12 -





     Agreement to such Exchange Offer Registration Statement, to the extent not
     required by the positions of the Staff of the SEC or the Act and the rules
     and regulations thereunder, will be in conformity with the reasonable
     request in writing to the Company by the Initial Purchasers or with the
     reasonable request in writing to the Company by one or more Broker-Dealers
     who certify to the Initial Purchasers and the Company in writing that they
     anticipate that they will be Exchanging Dealers or will otherwise be
     required to deliver a Prospectus; and provided further that, in connection
     with such application of the Shelf Registration procedures set forth in
     Section 4(q) to an Exchange Offer Registration Statement, the Company
     shall be obligated (x) to deal only with J.P. Morgan Securities Inc.
     representing such Broker-Dealers, unless J.P. Morgan Securities Inc.
     elects not to so act, (y) to pay the fees and expenses of only one counsel
     representing such Broker-Dealers, which shall be counsel to the Initial
     Purchasers unless such counsel elects not to so act and (z) to cause to be
     delivered only one "cold comfort" letter, addressed to the Board of
     Directors of the Company, the entities representing such Broker-Dealers
     and all such Broker-Dealers, with respect to the Prospectus in the form
     existing on the close of the Registered Exchange Offer and the effective
     date of any post-effective amendment to the Exchange Offer Registration
     Statement.

          (s) The Company will use its reasonable best efforts (i) if the
     Securities have been rated prior to the initial sale of such Securities,
     to confirm such ratings will apply to the Securities or the New
     Securities, as the case may be, covered by a Registration Statement; or
     (ii) if the Securities were not previously rated, to cause the Securities
     covered by a Registration Statement to be rated with at least one
     nationally recognized statistical rating agency, if so requested by
     Majority Holders with respect to the related Registration Statement or by
     any Managing Underwriters.

          (t) In the event that any Broker-Dealer shall underwrite any
     Securities or participate as a member of an underwriting syndicate or
     selling group or "assist in the distribution" (within the meaning of the
     Rules of Fair Practice and the By-Laws of the National Association of
     Securities Dealers, Inc.) thereof, whether as a Holder of such Securities
     or as an underwriter, a placement or sales agent or a broker or dealer in
     respect thereof, or otherwise, assist such Broker-Dealer in complying with
     the requirements of such Rules and By-Laws, including, without limitation,
     by:

               (i)  if such Rules or By-Laws shall so require, engaging a
                    "qualified independent underwriter" (as defined in such
                    Rules) to participate in the preparation of the
                    Registration Statement, to exercise usual standards of due
                    diligence with respect thereto and, if any portion of the
                    offering contemplated by such Registration Statement is an
                    underwritten offering or is made through a placement or
                    sales agent, to recommend the yield of such Securities;

               (ii) indemnifying any such qualified independent underwriter to
                    the extent of the indemnification of underwriters provided
                    in Section 6 hereof; and


                                     - 13 -





               (iii) providing such information to such Broker-Dealer as may be
                    required in order for such Broker-Dealer to comply with the
                    requirements of such Rules.

          (u) The Company shall use its reasonable best efforts to take all
     other steps necessary to affect the registration of the Securities or the
     New Securities, as the case may be, covered by a Registration Statement.

          (v) If (i) the applicable Registration Statement is not filed with
     the Commission within the 90 day period specified in Section 2 or Section
     3, as the case may be, (ii) the applicable Registration Statement is not
     declared effective within the 180 day period specified in Section 2 or
     Section 3, as the case may be, (iii) the Registered Exchange Offer is not
     consummated on or prior to 210 days following the date of the original
     issuance of the Securities or (iv) the Shelf Registration Statement is
     filed and declared effective but, at any time prior to the earlier of the
     expiration of two years from the date the Shelf Registration Statement is
     declared effective and such time as all the Securities are disposed of
     under the Shelf Registration Statement, the Shelf Registration Statement
     shall thereafter cease to be effective or fails to be usable for its
     intended purpose (at any time that the Company is obligated to maintain
     the effectiveness thereof) without being succeeded within two Business
     Days by a post-effective amendment which cures the failure and that is
     itself immediately effective (each such event referred to in clauses (i)
     through (iv), a "Registration Default"), then, from and including the date
     on which any such Registration Default shall occur to, but excluding, the
     date on which the Registration Default is cured, the interest rate on the
     Securities or New Securities, as applicable, will be increased by .25% per
     annum, plus an additional .25% per annum from and during any period a
     Registration Default has continued for more than 90 days, up to a maximum
     aggregate rate increase of .50% per annum.

     5.   Registration Expenses. The Company shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the fees and disbursements
of counsel acting in connection therewith, up to a maximum of $3,000. Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to a sale or disposition of such Holder's Securities pursuant
to the Shelf Registration Statement.

     6.   Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each Holder of
     Securities or New Securities, as the case may be, covered by any
     Registration Statement (including each Initial Purchaser and, with respect
     to any Prospectus delivery as contemplated in Section 4(h) hereof, each
     Exchanging Dealer), the directors and officers of each such Holder and
     each Person who controls any such Holder within the meaning of either the
     Act or the Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject under the


                                     - 14 -




     Act, the Exchange Act or other Federal or state statutory law or
     regulation, at common law or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of a material
     fact contained in the Registration Statement as originally filed or in any
     amendment thereof, or in any preliminary Prospectus or the Prospectus, or
     in any amendment thereof or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and agrees to reimburse each such indemnified
     party, as incurred, for any legal or other expenses reasonably incurred by
     them in connection with investigating or defending any such loss, claim,
     damage, liability or action; provided, however, that the Company will not
     be liable in any case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon any such untrue statement or
     alleged untrue statement or omission or alleged omission made therein in
     reliance upon and in conformity with written information furnished to the
     Company by or on behalf of any such Holder specifically for inclusion
     therein; provided further, that the Company will not be liable for the
     amount of any settlement of any claim made without its consent not
     unreasonably withheld; and provided further, that as to any Registration
     Statement as originally filed or in any preliminary Prospectus, this
     indemnity shall not inure to the benefit of any Exchanging Dealer (or any
     underwriter as provided in the next paragraph of this Section 6(a)) (any
     person controlling such Exchanging Dealer (or any underwriter as provided
     in the next paragraph of this Section 6(a))) on account of any loss,
     claim, damage, liability or action arising from the sale of Securities to
     any person by such Exchanging Dealer (or any underwriter as provided in
     the next paragraph of this Section 6(a)) if that Exchanging Dealer (or any
     underwriter as provided n the next paragraph of this Section 6(a)) failed
     to send or give a copy of the Prospectus, as the same may be amended or
     supplemented, to that person provided that sending or giving a copy of the
     Prospectus to that person was required by the Act and the untrue statement
     of a material fact or omission or alleged omission to state a material
     fact in such Registration Statement as originally filed or in any
     preliminary Prospectus was corrected in the Prospectus, unless such
     failure resulted from the Company not furnishing copies of the Prospectus
     to the Exchanging Dealer. This indemnity agreement will be in addition to
     any liability which the Company may otherwise have.

          The Company also agrees to indemnify or contribute as provided in
     Section 6(d) to Losses of each or any underwriter of Securities or New
     Securities, as the case may be, registered under a Shelf Registration
     Statement, their directors and officers and each Person who controls such
     underwriter on substantially the same basis as that of the indemnification
     of the Initial Purchasers and the selling Holders provided in this Section
     6(a) and shall, if requested by any Holder, enter into an underwriting
     agreement reflecting such agreement, as provided in Section 4(p) hereof.

          (b) Each Holder of securities covered by a Registration Statement
     (including each Initial Purchaser and, with respect to any Prospectus
     delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
     agrees severally and not jointly to indemnify and hold harmless the
     Company each of its directors each of its officers who signs such
     Registration Statement and each Person who controls the Company within the
     meaning of either the Act or the Exchange Act, to the same extent as the
     foregoing


                                     - 15 -




     indemnity from the Company to each such Holder, but only with reference to
     written information relating to such Holder furnished to the Company by or
     on behalf of such Holder specifically for inclusion in the documents
     referred to in the foregoing indemnity. This indemnity agreement will be
     in addition to any liability which any such Holder may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
     6 or notice of the commencement of any action, such indemnified party
     will, if a claim in respect thereof is to be made against the indemnifying
     party under this Section 6, notify the indemnifying party in writing of
     the commencement thereof; but the failure so to notify the indemnifying
     party (i) will not relieve it from liability under paragraph (a) or (b)
     above unless such failure results in the forfeiture by the indemnifying
     party of substantial rights and defenses; and (ii) will not, in any event,
     relieve the indemnifying party from any obligations to any indemnified
     party other than the indemnification obligation provided in paragraph (a)
     or (b) above. The indemnifying party shall be entitled to appoint counsel
     of the indemnifying party's choice at the indemnifying party's expense to
     represent the indemnified party in any action for which indemnification is
     sought (in which case the indemnifying party shall not thereafter be
     responsible for the fees and expenses of any separate counsel retained by
     the indemnified party or parties except as set forth below); provided,
     however, that such counsel shall be reasonably satisfactory to the
     indemnified party. Notwithstanding the indemnifying party's election to
     appoint counsel to represent the indemnified party in an action, the
     indemnified party shall have the right to employ separate counsel
     (including local counsel), and the indemnifying party shall bear the
     reasonable fees, costs and expenses of one such separate counsel (in
     addition to local counsel) for such indemnified party if (i) the use of
     counsel chosen by the indemnifying party to represent the indemnified
     party would present such counsel with a conflict of interest; (ii) the
     actual or potential defendants in, or targets of, any such action include
     both the indemnified party and the indemnifying party and the indemnified
     party shall have reasonably concluded that there may be legal defenses
     available to it and/or other indemnified parties which are different from
     or additional to those available to the indemnifying party; (iii) the
     indemnifying party shall not have employed counsel reasonably satisfactory
     to the indemnified party to represent the indemnified party within a
     reasonable time after notice of the institution of such action; or (iv)
     the indemnifying party shall authorize the indemnified party to employ
     separate counsel at the expense of the indemnifying party. An indemnifying
     party will not, without the prior written consent of the indemnified
     parties, settle or compromise or consent to the entry of any judgment with
     respect to any pending or threatened claim, action, suit or proceeding in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified parties are actual or potential parties to
     such claim or action) unless such settlement, compromise or consent
     includes an unconditional release of each indemnified party from all
     liability arising out of such claim, action, suit or proceeding.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of
     this Section 6 is unavailable to or insufficient to hold harmless an
     indemnified party for any reason, then each applicable indemnifying party
     shall have a joint and several obligation to contribute to the aggregate
     losses, claims, damages and liabilities (including legal or


                                     - 16 -




     other expenses reasonably incurred in connection with investigating or
     defending same) (collectively "Losses") to which such indemnified party
     may be subject in such proportion as is appropriate to reflect the
     relative benefits received by such indemnifying party, on the one hand,
     and such indemnified party, on the other hand, from the Initial Placement
     and the Registration Statement which resulted in such Losses; provided,
     however, that in no case shall any Initial Purchaser or any subsequent
     Holder of any Security or New Security be responsible, in the aggregate,
     for any amount in excess of the purchase discount applicable to such
     Security, or in the case of a New Security, applicable to the Security
     that was exchangeable into such New Security, as set forth on the cover
     page of the Final Memorandum, nor shall any underwriter be responsible for
     any amount in excess of the underwriting discount or commission applicable
     to the securities purchased by such underwriter under the Registration
     Statement which resulted in such Losses. If the allocation provided by the
     immediately preceding sentence is unavailable for any reason, the
     indemnifying party and the indemnified party shall contribute in such
     proportion as is appropriate to reflect not only such relative benefits
     but also the relative fault of such indemnifying party, on the one hand,
     and such indemnified party, on the other hand, in connection with the
     statements or omissions which resulted in such Losses as well as any other
     relevant equitable considerations. Benefits received by the Company shall
     be deemed to be equal to the sum of (x) the total net proceeds from the
     Initial Placement (before deducting expenses) as set forth on the cover
     page of the Final Memorandum and (y) the total amount of additional
     interest which the Company was not required to pay as a result of
     registering the securities covered by the Registration Statement which
     resulted in such Losses. Benefits received by the Initial Purchasers shall
     be deemed to be equal to the total purchase discounts as set forth on the
     cover page of the Final Memorandum, and benefits received by any other
     Holders shall be deemed to be equal to the value of receiving Securities
     or New Securities, as applicable, registered under the Act. Benefits
     received by any underwriter shall be deemed to be equal to the total
     underwriting discounts and commissions, as set forth on the cover page of
     the Prospectus forming a part of the Registration Statement which resulted
     in such Losses. Relative fault shall be determined by reference to, among
     other things, whether any untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information provided by the indemnifying party, on the one hand, or by
     the indemnified party, on the other hand, the intent of the parties and
     their relative knowledge, access to information and opportunity to correct
     or prevent such untrue statement or omission. The parties agree that it
     would not be just and equitable if contribution were determined by pro
     rata allocation (even if the Holders were treated as one entity for such
     purpose) or any other method of allocation which does not take account of
     the equitable considerations referred to above. Notwithstanding the
     provisions of this paragraph (d), no Person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall
     be entitled to contribution from any Person who was not guilty of such
     fraudulent misrepresentation. For purposes of this Section 6, each Person
     who controls a Holder within the meaning of either the Act or the Exchange
     Act and each director, officer, employee and agent of such Holder shall
     have the same rights to contribution as such Holder, and each Person who
     controls the Company within the meaning of either the Act or the Exchange
     Act, each officer of the Company who shall have signed the Registration


                                     - 17 -





     Statement and each director of the Company shall have the same rights to
     contribution as the Company, subject in each case to the applicable terms
     and conditions of this paragraph (d).

          (e) The provisions of this Section 6 will remain in full force and
     effect, regardless of any investigation made by or on behalf of any Holder
     or the Company or any of the officers, directors or controlling Persons
     referred to in this Section 6 hereof, and will survive the sale by a
     Holder of securities covered by a Registration Statement.

     7.   Underwritten Registrations.

          (a) If any of the Securities or New Securities, as the case may be,
     covered by any Shelf Registration Statement is to be sold in an
     underwritten offering, the Managing Underwriters shall be selected by the
     Majority Holders.

          (b) No Person may participate in any underwritten offering pursuant
     to any Shelf Registration Statement, unless such Person (i) agrees to sell
     such Person's Securities or New Securities, as the case may be, on the
     basis reasonably provided in any underwriting arrangements approved by the
     Persons entitled hereunder to approve such arrangements; and (ii)
     completes and executes all questionnaires, powers of attorney,
     indemnities, underwriting agreements and other documents reasonably
     required under the terms of such underwriting arrangements.

     8.   No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

     9.   Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders (or, after the consummation of any Registered Exchange Offer
in accordance with Section 2 hereof, of New Securities); provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

     10.  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:


                                     - 18 -





          (a) if to a Holder, at the most current address given by such holder
     to the Company in accordance with the provisions of this Section, which
     address initially is, with respect to each Holder, the address of such
     Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to J.P. Morgan Securities Inc.;

          (b) if to you, initially at the respective addresses set forth in the
     Purchase Agreement; and

          (c) if to the Company, initially at its address set forth in the
     Purchase Agreement.

          All such notices and communications shall be deemed to have
been duly given when received.

          The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

     11.  Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

     12.  Counterparts. This agreement may be in signed counterparts, each of
which shall an original and all of which together shall constitute one and the
same agreement.

     13.  Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.

     14.  Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     15.  Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     16.  Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.



                                     - 19 -





          If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Initial Purchasers.

                                           Very truly yours,


                                           LIMITED BRANDS, INC.



                                           By:  /s/ V. Ann Hailey
                                              ---------------------------------
                                              Name:  V. Ann Hailey
                                              Title: Exec VP & CFO


The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.


J.P. MORGAN SECURITIES INC.


By: /s/ Jose C. Padilla
   ---------------------------------
   Name:  Jose C. Padilla
   Title: Vice President

    For itself and the other
    several Initial Purchasers.



                                    - 20 -






ANNEX A

          Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting
on the Expiration Date (as defined herein) and ending on the close of business
six months after the Expiration Date, it will make this Prospectus available to
any Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".






                                    - 21 -




ANNEX B

          Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".






                                    - 22 -




ANNEX C

                            1. PLAN OF DISTRIBUTION

          Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business six
months after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until __________, 200[3], all dealers effecting
transactions in the New Securities may be required to deliver a prospectus.

          The Company will not receive any proceeds from any sale of
New Securities by brokers-dealers. New Securities received by Broker-Dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by
any such Persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

          For a period of six months after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under
the Securities Act.


                                    - 23 -





ANNEX D

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name    ______________________________________

          Address:    ______________________________________

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer
that will receive New Securities for its own account in exchange for
Securities, it represents that the Securities to be exchange for New Securities
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection
with any resale of such New Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.




                                     - 24 -

                                                                      EXHIBIT 4


                                                                 EXECUTION COPY



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





                              LIMITED BRANDS, INC.

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee


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

                                   Indenture

                         Dated as of February 19, 2003


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

                                Debt Securities





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






                               Table of Contents

                                                                           Page
                                   ARTICLE 1
                                  DEFINITIONS

Section 1.01.  Definitions.....................................................6

                                   ARTICLE 2
                              DEBT SECURITY FORMS.

Section 2.01.  Forms Generally................................................14
Section 2.02.  Form of Face of Debt Securities................................15
Section 2.03.  Form of Reverse of Debt Security...............................18
Section 2.04.  Form of Legend for Debt Securities.............................23
Section 2.05.  Form of Trustee's Certificate of Authentication................25

                                   ARTICLE 3
                              THE DEBT SECURITIES

Section 3.01.  Amount Unlimited; Issuable in Series...........................26
Section 3.02.  Denominations..................................................29
Section 3.03.  Execution, Authentication, Delivery and Dating.................29
Section 3.04.  Temporary Debt Securities......................................31
Section 3.05.  Registration, Transfer and Exchange............................32
Section 3.06.  Mutilated, Destroyed, Lost and Stolen Debt Securities..........38
Section 3.07.  Payment of Interest; Interest Rights Preserved.................39
Section 3.08.  Persons Deemed Owners..........................................40
Section 3.09.  Cancellation...................................................40
Section 3.10.  Computation of Interest........................................41
Section 3.11.  Payment in Currencies..........................................41
Section 3.12.  CUSIP Numbers..................................................44

                                   ARTICLE 4
                  REDEMPTION OF DEBT SECURITIES; SINKING FUND

Section 4.01.  Applicability of Right of Redemption...........................44
Section 4.02.  Notice of Redemption...........................................44
Section 4.03.  Selection of Debt Securities on Partial Redemption.............45
Section 4.04.  Deposit of Redemption Price....................................45
Section 4.05.  Debt Securities Payable on Redemption Date.....................46
Section 4.06.  Debt Securities Redeemed in Part...............................46
Section 4.07.  Applicability of Sinking Fund..................................46
Section 4.08.  Mandatory and Optional Sinking Funds...........................47

                                       i




Section 4.09.  Application of Sinking Fund Payments...........................47

                                   ARTICLE 5
                      PARTICULAR COVENANTS OF THE COMPANY

Section 5.01.  To Pay Principal, Premium, If Any, and Interest................49
Section 5.02.  To Maintain Offices or Agencies................................49
Section 5.03.  Money For Debt Security Payments to be Held in Trust...........49
Section 5.04.  Restrictions on Liens Upon Voting Stock of Significant
               Subsidiaries.............50
Section 5.05.  Restrictions on Consolidation, Merger, Sale, Etc...............52
Section 5.06.  Annual Statement Concerning Compliance With Covenants..........52
Section 5.07.  Compliance With Covenants and Conditions May Be Waived By
               Holders of Debt Securities.....................................53
Section 5.08.  Calculation Of Original Issue Discount.........................53

                                   ARTICLE 6
                                    REMEDIES

Section 6.01.  Events of Default..............................................53
Section 6.02.  Acceleration of Maturity on Default; Waiver....................54
Section 6.03.  Collection of Amounts Due and Suits for Enforcement by Trustee.55
Section 6.04.  Trustee Appointed Attorney-in-Fact For Holders to File Claims..56
Section 6.05.  Application of Moneys Collected by Trustee.....................57
Section 6.06.  Holders May Direct Proceedings and Waive Defaults..............58
Section 6.07.  Limitations on Right of Holders to Institute Proceedings.......58
Section 6.08.  Assessment of Costs and Attorneys' Fees in Legal Proceedings...59
Section 6.09.  Rights and Remedies Cumulative.................................59

                                   ARTICLE 7
                               ACTIONS BY HOLDERS

Section 7.01.  Actions by Holders.............................................60
Section 7.02.  Instruments....................................................60
Section 7.03.  Determining Principal Amount of Outstanding Debt Securities....61
Section 7.04.  Revocation by Holders of Consents to Action....................61

                                   ARTICLE 8
                     MEETINGS OF HOLDERS OF DEBT SECURITIES

Section 8.01.  Purposes of Meetings...........................................62
Section 8.02.  Call of Meetings by Trustee....................................62
Section 8.03.  Call of Meetings by Company or Holders.........................63
Section 8.04.  Qualifications for Voting......................................63
Section 8.05.  Regulation of Meetings.........................................63


                                       ii




Section 8.06.  Voting.........................................................64
Section 8.07.  No Delay of Rights by Meeting..................................64

                                   ARTICLE 9
             REPORTS BY THE COMPANY AND THE TRUSTEE; HOLDERS' LISTS

Section 9.01.  Reports By Trustee.............................................64
Section 9.02.  Reports by the Company.........................................65
Section 9.03.  Holders' Lists.................................................66

                                   ARTICLE 10
                             CONCERNING THE TRUSTEE

Section 10.01.  Acceptance of Trusts Upon Specified Conditions................67
Section 10.02.  Duties of Trustee in Case of Default..........................70
Section 10.03.  Notice to Holders of Defaults.................................71
Section 10.04.  Resignation and Removal of Trustee and Notice Thereof.........72
Section 10.05.  Qualifications of Trustee.....................................72
Section 10.06.  Disqualification Of Trustee By Reason Of Conflicting Interest.72
Section 10.07.  Appointment of Successor Trustee..............................72
Section 10.08.  Merger, Conversion or Consolidation of Trustee or Transfer
                of Its Corporate Trust Business; Authentication of Debt
                Securities by Successor Trustee...............................74
Section 10.09.  Trustee Required to Account for Amounts Collected As
                Creditor of the Company Under Certain Conditions..............75
Section 10.10.  Trustee May Rely on Officers' Certificate.....................75

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01.  Discharge of Indenture Upon Payment of Debt Securities........75
Section 11.02.  Discharge of Indenture Upon Deposit of Moneys.................76
Section 11.03.  Discharge of Certain Indebtedness Upon Deposit of Moneys......76
Section 11.04.  Termination of Certain Obligations Upon Deposit of Moneys.....77
Section 11.05.  Certain Deposits With The Trustee To Be Held In Escrow........77
Section 11.06.  Repayment To Company..........................................78
Section 11.07.  Reinstatement.................................................78
Section 11.08.  Indemnity for Government Obligations..........................79
Section 11.09.  Deposits of Foreign Currencies................................79

                                   ARTICLE 12
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01.  Liability Solely Corporate....................................79



                                       iii




                                   ARTICLE 13
                            SUPPLEMENTAL INDENTURES

Section 13.01.  Without Consent of Holders, Company and Trustee May Enter
                Into Supplemental Indentures For Specified Purposes...........80
Section 13.02.  Modification of Indenture by Supplemental Indenture With
                Consent of Holders............................................81
Section 13.03.  Trustee to Join in Execution of Supplemental Indenture........82
Section 13.04.  Effect of Supplemental Indenture..............................83
Section 13.05.  Matters Provided for in Supplemental Indenture May Be
                Noted on Debt Securities, or New Debt Securities
                Appropriately Modified May Be Issued in Exchange for
                Outstanding Debt Securities...................................83
Section 13.06.  Supplemental Indentures to Conform to Trust Indenture Act.....83

                                   ARTICLE 14
                       PROVISIONS OF GENERAL APPLICATION

Section 14.01.  Consolidation, Merger, Sale or Lease..........................83
Section 14.02.  Benefits of Indenture.........................................84
Section 14.03.  Evidence of Compliance with Conditions Precedent;
                Form of Documents Delivered to Trustee........................84
Section 14.04.  Conflict with Trust Indenture Act.............................86
Section 14.05.  Notices, etc., to Trustee and Company.........................86
Section 14.06.  Notice to Holders; Waiver.....................................86
Section 14.07.  Effect of Headings and Table of Contents......................86
Section 14.08.  Successors and Assigns........................................87
Section 14.09.  Separability Clause...........................................87
Section 14.10.  Governing Law.................................................87
Section 14.11.  Legal Holidays................................................87
Section 14.12.  Execution in Counterparts.....................................87



                                       iv





         This Cross Reference Sheet, showing the location in the Indenture of
the provisions inserted pursuant to Section 310-318(a), inclusive, of the Trust
Indenture Act of 1939, is not to be considered a part of the Indenture.

                   TRUST INDENTURE ACT CROSS REFERENCE SHEET

                                                                   Sections of
Sections of Trust Indenture Act                                     Indenture
310(a)(1)............................................            10.05
310(a)(2)............................................            10.05
310(a)(3)............................................        Not Applicable
310(a)(4)............................................        Not Applicable
310(c)...............................................        Not Applicable
311..................................................            10.09
312..................................................             9.03
313..................................................             9.01
314(a)...............................................             9.02
314(b)...............................................        Not Applicable
314(c)...............................................            14.03
314(d)...............................................        Not Applicable
314(e)...............................................            14.03
315(a)...............................................           10.02(a)
315(b)...............................................            10.03
315(c)...............................................            10.02
315(d)...............................................            10.02
315(e)...............................................             6.08
316(a)...............................................        6.06 and 7.03
316(b)...............................................             6.07
317(a)...............................................        6.03 and 6.04
317(b)...............................................             5.03
318(a)...............................................            14.04

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



                                       v





                                   INDENTURE

         INDENTURE, dated as of February 19, 2003, between LIMITED BRANDS,
INC., a corporation organized and existing under the laws of the State of
Delaware (hereinafter called the "Company") having its principal place of
business at Two Limited Parkway, Columbus, Ohio 43216, and THE BANK OF NEW
YORK, a banking corporation organized and existing under the laws of the State
of New York, as trustee (hereinafter called the "Trustee") having its Corporate
Trust Office at 101 Barclay Street, Floor 8 West, New York, New York 10286,
attention: Corporate Trust Administration.

                              W I T N E S S E T H:

         WHEREAS, the Company has duly authorized the issue, in one or more
series as in this Indenture provided, from time to time of its debentures,
notes, bonds and other evidences of indebtedness (herein called the "Debt
Securities") and, to provide the general terms and conditions upon which the
Debt Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution and delivery of this Indenture; and

         WHEREAS, the Trustee has power to enter into this Indenture and to
accept and execute the trusts herein created; and

         WHEREAS, the Company represents that all acts and things necessary to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed, that the execution and delivery of the
Debt Securities of any series will, at the time of such execution and delivery,
have been duly authorized by the Company and that any such Debt Securities,
when so executed and delivered by the Company and when authenticated, issued
and delivered by the Trustee, will be legal, valid and binding obligations of
the Company; and the Company, in the exercise of each and every legal right and
power in it vested, executes this Indenture and proposes to make, execute,
issue and deliver Debt Securities from time to time as herein provided;

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree that, in consideration of the acceptance and purchase of the Debt
Securities by the holders thereof, the Company covenants and agrees with the
Trustee, for the equal benefit of all the holders from time to time of the Debt
Securities, without preference, priority or distinction of any thereof over any
other thereof by reason of priority in time of issuance or negotiation, or
otherwise, as follows:

                                   ARTICLE 1
                                  DEFINITIONS

         Section 1.01. Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:






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

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

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

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

         Certain terms, used principally in Article 10 are defined in that
Article.

         "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 any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as
in effect from time to time.

         "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board or any committee of
officers or other representatives of the Company duly authorized by a Board
Resolution to act on behalf of that board or in its stead.

         "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 or any
other particular location referred to in this Indenture or in the Debt
Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day

                                       2




on which banking institutions in that Place of Payment or other particular
location are authorized or obligated by law to close.

         "Clearstream" means Clearstream Banking, societe anonyme (or
any successor securities clearing agency).

         "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 on such date.

         "Company" means Limited Brands, Inc. and, subject to the provisions of
Section 14.01, shall also include its successors and assigns.

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered. The Corporate Trust Office of the initial Trustee shall be at the
address set forth in the first paragraph of this Indenture until the Trustee
shall notify the Company of a change thereof.

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

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

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

         "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Debt
Securities of any such series shall mean the Depositary with respect to the
Debt Securities of that series.

                                       3





         "Dollar" or "$" means such coin or currency of the United States as at
the time of payment is legal tender for the payment of public and private
debts.

         "DTC" means The Depository Trust Company.

         "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

          "Event of Default" has the meaning specified in Section 6.01.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Exchange Offer" has the meaning set forth in the form of Debt
Securities contained in Section 2.02.

         "Exchange Registration Statement" has the meaning set forth in the
form of the Debt Securities contained in Section 2.02.

          "Exchange Security" means any Debt Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer or
otherwise registered under the Securities Act and any Debt Security with
respect to which the next preceding Predecessor Security of such Security was
an Exchange Security

          "Global Security" means a Debt Security evidencing all or a part of a
series of Debt Securities, issued to the Depositary for such series in
accordance with Section 3.03(c), and bearing the legend prescribed in Section
3.03(c).

         "Government Obligations" means securities that are (i) direct
obligations of the United States 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, the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case under Clause (i) or
(ii), are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a 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 from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.


                                       4





         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

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

         "Indebtedness" means any and all obligations of a corporation for
money borrowed which in accordance with generally accepted accounting
principles would be reflected on the balance sheet of such corporation as a
liability on the date as of which Indebtedness is to be determined.

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

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

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

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Mandatory Sinking Fund Payment" has the meaning specified in Section
4.07.

         "Maturity" with respect to any Debt Security means the date on which
the principal of such Debt Security or any installment thereof becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call or redemption, operation of any sinking fund,
repayment at the option of the Holder or otherwise.

         "Officers' Certificate", when used with respect to the Company, means
a certificate signed by the Chairman of the Board of Directors, the President
or an Executive 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 an opinion in writing prepared in
accordance with Section 14.03 and signed by legal counsel, who may be an
employee of or of counsel to the Company, which is delivered to the Trustee.


                                       5




         "Optional Sinking Fund Payment" has the meaning specified in Section
4.07.

         "Original Issue Discount Security" means any Debt 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 6.02.

         "Original Securities" means all Debt Securities other than Exchange
Securities.

         "Outstanding", when used as of any particular time with reference to
Debt Securities, means, subject to Section 7.03, all Debt Securities
theretofore authenticated and delivered by the Trustee under this Indenture,
except:

                      (i) Debt Securities or portions thereof for which funds
         sufficient to pay the principal thereof, premium, if any, thereon and
         all unpaid interest thereon at Maturity or to the date fixed for
         redemption shall have been deposited in trust for such purpose as
         provided herein with the Trustee or with any Paying Agent (other than
         the Company) or shall have been set aside and segregated in trust by
         the Company (if the Company shall act as its own Paying Agent);
         provided that, if such Debt Securities are to be redeemed, notice of
         such redemption thereof shall have been duly given or provision
         satisfactory to the Trustee for the giving of such notice shall have
         been made;

                      (ii)  Debt Securities theretofore cancelled and delivered
         to the Trustee or which have been surrendered to the Trustee for
         cancellation; and

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

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



                                       6




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

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

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Redemption Date", when used with respect to any Debt Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture and the terms of such Debt Security.

         "Redemption Price", when used with respect to any Debt Security to be
redeemed, means the price (exclusive of accrued interest) at which it is to be
redeemed pursuant to this Indenture and the terms of such Debt Security.

         "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

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

          "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "Regulation S Certificate" means a certificate substantially in the
form set forth in Annex A.

         "Regulation S Global Security" has the meaning set forth in Section
2.01.

         "Regulation S Legend" means a legend substantially in the form of the
legend required in the form of Debt Security set forth in accordance with
Section 2.02 to be placed upon each Regulation S Security.

         "Regulation S Securities" means all Debt Securities required pursuant
to Section 3.05 to bear a Regulation S Legend. Such term includes the
Regulation S Global Security.


                                       7




         "Responsible Officer", when used with respect to the Trustee, means
any officer or employee in the Corporate Trust Office of the Trustee or any
other officer or employee of the Trustee customarily performing functions
similar to those performed by any of the above designated officers or employees
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 Global Security" has the meaning specified in Section
2.01.

         "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Debt Securities are first
offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the original issuance date of the Debt
Securities.

         "Restricted Securities" means all Debt Securities required pursuant to
Section 3.05 to bear any Restricted Securities Legend. Such term includes any
Restricted Global Security.

         "Restricted Securities Certificate" means a certificate substantially
in the form set forth in Annex B.

         "Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in accordance with Section 2.02 to be placed upon each Restricted
Security.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "Rule 144A Securities" means the Debt Securities purchased by the
Purchasers from the Company pursuant to Rule 144A.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

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

         "Significant Subsidiary" has the meaning specified in Section 5.04.

         "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 Debt Security or any
installment of interest thereon, means the date specified in such Debt Security
as

                                       8




the fixed date on which the principal of such Debt Security or such installment
of interest is due and payable.

         "Subsidiary" means a corporation, a majority 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 having 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;
provided, however, that "voting stock" shall not include stock which the
Company or any of its Subsidiaries owning such stock are required or have
agreed not to vote, or the voting rights with respect to which have been
granted to a Person other than the Company or any of its Subsidiaries.

         "Successor Security" of any particular Debt Security means every Debt
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Debt 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 Debt Security.

         "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
and, if at any time there is more than one such Person, "Trustee" as used with
respect to the Debt Securities of any series shall mean the Trustee with
respect to Debt Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 13.06.

         "United States" means the United States of America (including the
States thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "Voting Stock" has the meaning specified in Section 5.04.

                                   ARTICLE 2
                              DEBT SECURITY FORMS.

         Section 2.01. Forms Generally. The Debt Securities of each series
shall be in substantially the form set forth in this Article, 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,

                                       9




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 with any rule or regulation made pursuant thereto the rules of
any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Debt Securities, as
evidenced by their execution thereof. If the form of Debt 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 Debt Securities. The definitive Debt
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 Debt Securities, as evidenced by their execution of such Debt
Securities.

         Upon their original issuance, Rule 144A Securities shall be issued in
the form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Debt Securities represented thereby (or such other accounts as
they may direct). Each such Global Security, together with any Successor
Securities which are Global Securities other than a Regulation S Global
Security, is herein called a "Restricted Global Security".

         Upon their original issuance, Regulation S Securities shall be issued
in the form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they
may direct), provided that upon such deposit all such Securities shall be
credited to or through accounts maintained at DTC by or on behalf of Euroclear
or Clearstream. Each such Global Security, together with any Successor
Securities which are Global Securities other than a Restricted Global Security,
is herein called a "Regulation S Global Security". The Company, the Trustee and
any of their respective Agents shall not be responsible for any acts or
omissions of a Depositary, for any depository records of beneficial ownership
interests or for any transactions between the Depositary and beneficial owners.

         Debt Securities, other than Registered Securities, offered and sold in
their initial distribution to Institutional Accredited Investors shall be
issued in certificated form and shall not be issued in the form of a Global
Security or in any other form intended to facilitate book-entry trading in
beneficial interests in such Debt Securities.

         Section 2.02.   Form of Face of Debt Securities.
         [Insert any legend  as required by Section 2.04]

                                       10





         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

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

         Limited Brands, Inc., a corporation duly incorporated and subsisting
under the laws of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., 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, .......... 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 then insert: provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
........% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the date such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.] [If
Original Securities that are not also Registered Securities, then insert:
provided, however, that if (i) the Company has not filed a registration
statement (the "Exchange Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), registering a security substantially
identical to this Debt Security (except that such Debt Security will not
contain terms with respect to the Special Interest payments described below or
transfer restrictions) within the applicable. day period specified in the
Exchange and Registration Rights Agreement (the "Exchange and Registration
Rights Agreement") dated as of ......., by and between the Company and the
Purchasers (as defined therein) or (ii) the Exchange Registration Statement has
not become or been declared effective by the Securities and Exchange Commission
(the "SEC") within. days after the Debt Securities are initially issued or
(iii) an exchange offer ("Exchange Offer") has not been completed within. days
after the Debt Securities are initially issued (if the Exchange Offer is then
required to be made pursuant to the Exchange and Registration Rights
Agreement), or (iv) the Company has filed, and the SEC has declared effective,
the shelf registration statement as required by the Exchange and Registration
Rights Agreement (the "Shelf Registration Statement") and at any time prior to
the earlier of two years from the date the Shelf Registration Statement is
declared effective and such time as all the debt securities covered by the
Shelf Registration Statement have been disposed of under the Shelf Registration
Statement, the Shelf Registration Statement ceases to be effective, or fails to
be usable for its intended purpose without being succeeded within two business
days by a post-effective amendment which cures the failure and that is itself
immediately declared effective, in each case (i), (ii), (iii) and (iv) upon the
terms and conditions set forth in the Exchange and Registration Rights
Agreement

                                       11




(each such event referred to in clauses (i), (ii), (iii) and (iv), a
"Registration Default"), then special interest ("Special Interest") will accrue
(in addition to the stated interest on the Debt Securities), from and including
the date on which any such Registration Default shall occur to, but excluding,
the date on which the Registration Default has been cured, at a per annum rate
of .......% on the principal amount of this Debt Securities, plus an additional
........% per year from and during any period in which the Registration Default
has continued for more than 90 days (provided that the rate of Special Interest
shall not exceed .......% per annum in the aggregate at any time)

         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 Debt 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 Debt 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 Debt 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
Debt Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
[If the Debt Security is not to bear interest prior to Maturity, insert -- The
principal of this Debt Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of ....% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]]

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

                                       12





         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.

Dated:

                                          Limited Brands, Inc.


                                          By...................................





                                          By...................................





         Section 2.03.   Form of Reverse of Debt Security.

         This Debt Security is one of a duly authorized issue of securities of
the Company (herein called the "Debt Securities"), issued and to be issued in
one or more series under an Indenture, dated as of February 19, 2003 (herein
called the "Indenture", which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Debt Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Debt Security is one of the series designated on the face
hereof, initially limited in aggregate principal amount to $ .... . The
Company may at any time issue additional securities under the Indenture in
unlimited amounts having the same terms as the Debt Securities.


                                       13




[If applicable, insert -- The Debt Securities of this series are subject to
redemption, as a whole or from time to time in part, upon not less than 30 nor
more than 60 days' notice mailed to each Holder of Debt Securities to be
redeemed at his address as it appears in the Securities Register, on any date
prior to their Stated Maturity at a Redemption Price equal to the greater of
(i) 100% of the principal amount of such Debt Securities to be redeemed or (ii)
as determined by a Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below), plus ..... basis points, plus accrued
interest thereon to the Redemption Date; provided that unless the Company
defaults in payment of the Redemption Price, on or after the Redemption Date,
interest will cease to accrue on the Debt Securities or portions thereof called
for redemption.

         "Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The semi-annual equivalent yield to
maturity will be computed as of the third business day immediately preceding
the Redemption Date. "Comparable Treasury Issue" (expressed as a percentage of
its principal amount) means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized in accordance with customary
financial practice in pricing new issues of corporate notes of comparable
maturity to the remaining term of the Securities. "Comparable Treasury Price"
means, with respect to any Redemption Date, (i) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, provided that if three or
more Reference Treasury Dealer Quotations are obtained, the highest and lowest
of such quotations shall be excluded from the calculation. "Quotation Agent"
means the Reference Treasury Dealer appointed by the Company. "Reference
Treasury Dealer" means (i) _______________ and its respective successors;
provided, however, that, if the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company. "Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.]



                                       14




[If applicable, insert-- The Debt 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 [if applicable, insert-- on or after .........., ....], 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 [if applicable,
insert-- 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 Debt
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 Debt Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on ......
in any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert-- 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,


                                       15




                    Redemption Price
                     For Redemption                 Redemption Price For
                    Through Operation               Redemption Otherwise
                         of the                    Than Through Operation
Year                  Sinking Fund                   of the 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 other wise) with accrued interest to the Redemption Date, but
interest instalments 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 sinking fund for this series provides for
the redemption on ......  in each year beginning with the year.  and
ending with the year ...... of [if applicable, insert -- not less than
$....  ("mandatory sinking fund") and not more than] $...  aggregate
principal amount of Debt Securities of this series. Debt Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert -- mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise
required to be made [if applicable, insert -- , in the inverse order in which
they become due].]

      [If the Debt Security is subject to redemption of any kind, insert -- In
the event of redemption of this Debt Security in part only, a new Debt Security
or Debt Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]

      [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Debt Security] [or]
[certain restrictive covenants and Events of Default with respect to this Debt
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

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

      [If the Debt Security is an Original Issue Discount Security, insert --
If an Event of Default with respect to Debt Securities of this series shall
occur and be continuing, an amount of principal of the Debt 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


                                       16




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 Debt
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 Debt 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 50% in principal amount of the Debt 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 Debt Securities of each series at the time Outstanding, on behalf of the
Holders of all Debt 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 Debt Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Debt Security and of any Debt 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 Debt Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Debt 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
Debt Securities of this series, the Holders of not less than 25% in principal
amount of the Debt 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 offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Debt 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 Debt 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 Debt
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 any
premium and interest on this Debt Security 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


                                       17




surrender of this Debt Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Debt 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 Debt Securities of this
series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Debt 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, Debt Securities of this series are exchangeable for a like
aggregate principal amount of Debt Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

      No service charge shall be made to a Holder 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 Debt 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 Debt Security is registered as the
owner hereof for all purposes, whether or not this Debt 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 Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         Section 2.04.  Form of Legend for Debt Securities. Unless otherwise
specified as contemplated by Section 3.01 for the Debt Securities evidenced
thereby, every Debt Security authenticated and delivered hereunder shall bear
one or more of the appropriate legends in substantially the following forms as
relevant below:

[If the Debt Security is a Restricted Security, then insert -
THIS DEBT SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT


                                       18




PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS
AS SET FORTH IN (A) ABOVE, IN EACH CASE (A) AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.]

      [If the Debt Security is a Regulation S Security, then insert -
THIS DEBT SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
ACQUIRING THIS DEBT SECURITY, AGREES FOR THE BENEFIT OF LIMITED BRANDS, INC.
THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, RESOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

ANY OFFER, SALE, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THIS
DEBT SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WITHIN FORTY DAYS AFTER
THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THIS DEBT SECURITY OR THE DATE
OF CLOSING OF SUCH OFFERING MAY BE MADE ONLY IN COMPLIANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT.]


      [If the Debt Security is a Global Security, then insert -
THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR A DEBT SECURITY REGISTERED, AND NO TRANSFER OF THIS DEBT 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.]

      [If the Debt Security is a Global Security and the Depository Trust
Company is to be the depository therefor, then insert - UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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



                                       19





REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.]

         Section 2.05.   Form of Trustee's Certificate of Authentication.  The
form of the Trustee's certificate of authentication to be borne by each Debt
Security shall be substantially as follows:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Debt Securities referred to in the within-mentioned
Indenture.

                                              THE BANK OF NEW YORK, as Trustee,



                                              By:  _____________________________
                                                   Authorized Signatory


                                              Dated:____________________________



                                      20



                                   ARTICLE 3
                              THE DEBT SECURITIES

         Section 3.01.  Amount Unlimited; Issuable in Series. The aggregate
principal amount of the Debt Securities that may be authenticated and delivered
under this Indenture is unlimited. Additional Securities of any series of Debt
Securities authenticated and delivered under this Indenture may be
authenticated and delivered hereunder at any time, having the same terms as,
treated as a single class (for all purposes under this Indenture) with, and in
aggregate principal amounts that exceed the aggregate principal amount of, such
previously authenticated and delivered Debt Securities.

         The Debt Securities may be issued in one or more series. There shall
be established in or pursuant to one or more Board Resolutions and set forth in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Debt Securities of any series:

                      (1) the title of the Debt Securities of the series,
         including CUSIP Numbers (which shall distinguish the Debt Securities
         of the series from all other Debt Securities);

                      (2) the limit, if any, upon the aggregate principal
         amount of the Debt Securities of the series which may be authenticated
         and delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Debt Securities of the series
         pursuant to Section 3.04, 3.05, 3.06, 4.06 or 13.05 and except for any
         Debt Securities which, pursuant to Section 3.03, are deemed never to
         have been authenticated and delivered hereunder);

                        (3) the Person to whom any interest on a Debt Security
         of the series shall be payable, if other than the Person in whose name
         that Security (or one or more Predecessor Securities) is registered at
         the close of business on the Regular Record Date for such interest;

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

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



                                      21



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

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

                      (8) the obligation, if any, of the Company to redeem or
         purchase Debt 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 Debt Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

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

                      (10) if the amount of principal of or any premium or
         interest on Debt 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;

                      (11) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on Debt Securities of the
         series shall be payable and the manner of determining the equivalent
         thereof in the currency of the United States of America for any
         purpose, including for purposes of the definition of "Outstanding" in
         Section 1.01;

                      (12) 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);

                      (13) if other than the principal amount thereof, the
         portion of the principal amount of Debt Securities of the series which
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 6.02;




                                      22



                      (14) if the principal amount payable at the Stated
         Maturity of Debt 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);

                      (15) if applicable, that Debt Securities of the series,
         in whole or any specified part, shall be defeasible pursuant to either
         or both of Sections 11.03 and 11.04 and, if other than be a Board
         Resolution, the manner in which any election by the Company to defease
         such Securities shall be evidenced;

                      (16) if applicable, that Debt Securities of the series
         shall be issuable in whole or in part in the form of one or more
         Global Securities and, in such case, the respective Depositaries for
         such Global Securities, the form of any legend or legends which shall
         be borne by any such Global Security in addition to or in lieu of that
         set forth in Section 2.04 and 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 any such Global Security may be exchanged in whole or in
         part for Debt Securities registered, and any transfer of such Global
         Security in whole or in part may be registered, in the name or names
         of Persons other than the Depositary for such Global Security or a
         nominee thereof;

                      (17) any addition to, deletion from or change in the
         Events of Default which applies to Debt Securities of the series and
         any change to in the right of the Trustees or the requisite Holders of
         such Securities to declare the principal amount thereof due and
         payable pursuant to Section 5.02;

                      (18) any addition to, deletion from or change in the
         covenants set forth in Article Ten which applies to Debt Securities of
         the series;

                      (19) any other terms of Debt Securities of the series
         (which terms shall not be inconsistent with the provisions of this
         Indenture); and

                      (20) whether Debt Securities of the series shall be
         issued in the form of one or more Global Securities and, in such case,
         the Depositary for such Global Security or Debt Securities.

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to



                                      23




such Board Resolution (as set forth in such Officers' Certificate) or in any
such indenture supplemental hereto.

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

Section 3.03.  Execution, Authentication, Delivery and Dating. (a) Debt
Securities shall be executed on behalf of the Company by the Chairman of its
Board of Directors, its President or one of its Executive Vice Presidents, and
by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant
Secretary under its corporate seal. The signature of any of these officers on
Debt Securities may be manual or facsimile. The seal of the Company may be in
the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Debt Securities. Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of any Debt Security that has
been duly authenticated and delivered by the Trustee.

         Debt 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.

         (b) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver the Debt 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 Debt Securities; and
the Trustee in accordance with the Company Order shall authenticate and deliver
such Debt Securities. The Trustee shall be provided with, prior to the
authentication and delivery of such Debt Securities, the supplemental indenture
or the Board Resolution in or pursuant to which the terms and form of such Debt
Securities have been established (and, if such terms and form are established
in or pursuant to a Board Resolution, the Officers' Certificate setting forth
such terms and form), an Officers' Certificate as to the absence of any event
which is, or after notice or lapse of time or both would become, an Event of
Default, and an Opinion of Counsel stating that:



                                      24



         (1) all instruments furnished by the Company to the Trustee in
connection with the authentication and delivery of such Debt Securities conform
to the requirements of this Indenture and constitute sufficient authority
hereunder for the Trustee to authenticate and deliver such Debt Securities;

         (2)  the form of such Debt Securities has been established in
conformity with the provisions of this Indenture;

         (3)  the terms of such Debt Securities have been established in
conformity with the provisions of this Indenture;

         (4) in the event that the form or terms of such Debt Securities have
been established in a supplemental indenture, the execution and delivery of
such supplemental indenture have been duly authorized by all necessary
corporate action of the Company, such supplemental indenture has been duly
executed and delivered by the Company and, assuming due authorization,
execution and delivery by the Trustee, is a legal, valid, binding and
enforceable instrument of the Company, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and subject,
as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);

         (5) the execution and delivery of such Debt Securities have been duly
authorized by all necessary corporate action of the Company and such Debt
Securities have been duly executed by the Company and, assuming due
authentication by the Trustee and delivery by the Company, are the legal,
valid, binding and enforceable obligations of the Company, entitled to the
benefits of the Indenture, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and

         (6)  such other matters as the Trustee may reasonably request.

         Notwithstanding the provisions of Section 3.01. and of this Section
3.03, if all Debt Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate or
supplemental indenture otherwise required pursuant to Section 3.01. or the
Company Order, Board Resolution and Officers' Certificate or supplemental
indenture, and Opinion of Counsel required pursuant to this Section 3.03 at or
prior to the time of authentication of each Debt Security of such series if
such documents were delivered at or prior to the time of authentication upon
original issuance of the first Debt Security of such series to be issued.

         (c) If the Company shall establish pursuant to Section 3.01 that the
Debt Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this


                                      25



Section and the Company Order with respect to such series, authenticate and
deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Debt Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or Debt
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Debt Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the 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 such nominee to a successor Depositary or a nominee of such successor
Depositary."

         (d) Each Depositary designated pursuant to Section 3.01 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any
other applicable statute or regulation.

         (e) The Trustee shall have the right to decline to authenticate and
deliver any Debt Security under this Section if the Trustee, upon the advice of
counsel, determines that such action may not lawfully be taken or if the
Trustee, by a committee of Responsible Officers, shall determine in good faith
that the authentication and delivery of such Debt Security would be unjustly
prejudicial to Holders of Outstanding Debt Securities.

         (f)Each Debt Security shall be dated the date of its authentication.

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

         (h) The Trustee shall have the right to decline to authenticate and
deliver any Debt Securities under this Section if the issue of such Debt
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Debt Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

         Section 3.04.  Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Debt
Securities which are printed, lithographed, typewritten, mimeographed or



                                      26



otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Debt Securities in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Debt Securities may
determine, as evidenced by their execution of such Debt Securities. In the case
of Debt Securities of any series, such temporary Debt Securities may be in
global form, representing all of the Outstanding Debt Securities of such
series.

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

         Section 3.05.   Registration, Transfer and Exchange.

         (a) The Company shall cause to be kept a register (herein sometimes
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 Debt Securities and of transfers of Debt Securities. Separate registers may
be kept for separate series of Debt Securities. Unless and until otherwise
determined by the Company, the Security Register shall be kept at the office or
agency of the Company maintained pursuant to Section 5.02, which office or
agency is hereby appointed "Security Registrar" for the purpose of registering
Debt Securities and registering the transfer of Debt Securities as herein
provided. At all reasonable times the Security Register shall be open for
inspection by the Trustee.

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

         Notwithstanding any other provision of this Section 3.05, unless and
until it is exchanged in whole or in part for Debt Securities in definitive
registered form, a Global Security representing all or a portion of the Debt
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such



                                      27



Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

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

         If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for the
Debt Securities of such series shall no longer be eligible under Section
303(d), the Company shall appoint a successor Depositary with respect to the
Debt Securities of such series. If a successor Depositary for the Debt
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company's election pursuant to Section 3.01 shall no longer be effective with
respect to the Debt Securities of such series and the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, will authenticate and
deliver, Debt 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 Debt Securities
representing such series, in exchange for such Global Security or Debt
Securities.

         The Company may at any time and in its sole discretion determine that
the Debt Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by a Global Security or Debt
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, Debt 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 series, in exchange for
such Global Security or Securities.

         If specified by the Company pursuant to Section 3.01 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities
may surrender a Global Security for such series of Debt Securities in exchange
in whole or in part for Debt Securities of such 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,



                                      28




                      (i) to the Person specified by such Depositary a new Debt
         Security or Debt 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 Debt Securities authenticated and delivered pursuant to
         Clause (i) above.

         Upon the exchange of a Global Security for Debt Securities in
definitive registered form without coupons, in authorized denominations, such
Global Security shall be cancelled by the Trustee. Debt Securities in
definitive registered form without coupons issued in exchange for a Global
Security pursuant to this Section 3.05 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Debt Securities to
or as directed by the Persons in whose names such Debt Securities are so
registered.

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

         Every Debt Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Security
Registrar or the Trustee) be duly endorsed by the appropriate persons and be
accompanied by reasonable assurances that the endorsements are genuine and
effective, or shall be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee, duly
executed by the Holder thereof or his attorney duly authorized in writing, and
such other documentation as the Company, the Security Registrar or the Trustee
may reasonably require.

         No service charge shall be made for any transfer or exchange of Debt
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
transfer or exchange of Debt Securities, other than exchanges pursuant to
Section 3.04, 4.06 or 13.05 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Debt Security of any particular series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Debt Securities of such series selected for redemption
under Section 4.02 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Debt Security so
selected for



                                      29




redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part.

         (b) Notwithstanding any other provision of this Indenture or the Debt
Securities, transfers and exchanges of Debt Securities and beneficial interests
in a Global Security of the kinds specified in this Section 3.05(b) shall be
made only in accordance with this Section 3.05(b).

              (i) Restricted Global Security to Regulation S Global Security.
         If the owner of a beneficial interest in a Restricted Global Security
         wishes at any time to transfer such interest to a Person who wishes
         to acquire the same in the form of a beneficial interest in a
         Regulation S Global Security, such transfer may be effected only in
         accordance with the provisions of this Clause (b)(i) and Clause
         (b)(iv) below and subject to the Applicable Procedures. Upon receipt
         by the Security Registrar of (A) an order given by the Depositary or
         its authorized representative directing that a beneficial interest in
         the Regulation S Global Security in a specified principal amount be
         credited to a specified Agent Member's account and that a beneficial
         interest in the Restricted Global Security in an equal principal
         amount be debited from another specified Agent Member's account and
         (B) a Regulation S Certificate, satisfactory to the Security
         Registrar and the Trustee and duly executed by the owner of such
         beneficial interest in the Restricted Global Security or his attorney
         duly authorized in writing, then the Security Registrar, subject to
         Clause (b)(iv) below, shall reduce the principal amount of the
         Restricted Global Security and increase the principal amount of the
         Regulation S Global Security by such specified principal amount.

              (ii) Regulation S Global Security to Restricted Global Security.
         If the owner of a beneficial interest in a Regulation S Global
         Security wishes at any time to transfer such interest to a Person who
         wishes to acquire the same in the form of a beneficial interest in a
         Restricted Global Security, such transfer may be effected only in
         accordance with this Clause (b)(ii) and subject to the Applicable
         Procedures. Upon receipt by the Security Registrar of (A) an order
         given by the Depositary or its authorized representative directing
         that a beneficial interest in the Restricted Global Security in a
         specified principal amount be credited to a specified Agent Member's
         account and that a beneficial interest in the Regulation S Global
         Security in an equal principal amount be debited from another
         specified Agent Member's account and (B) if such transfer is to occur
         during the Restricted Period, a Restricted Securities Certificate,
         satisfactory to the Security Registrar and the Trustee and duly
         executed by the owner of such beneficial interest in the Regulation S
         Global Security or his attorney duly authorized in writing, then the
         Security Registrar shall reduce the principal amount of the
         Regulation S Global Security and increase the principal amount of the
         Restricted Global Security by such specified principal amount. If
         transfers under this Clause (b)(ii) occur after



                                      30



         the Restricted Period, no Restricted Securities Certificates will be
         required.

              (iii) Non-Global Security to Non-Global Security. A Debt
         Security that is not a Global Security may be transferred, in whole
         or in part, to a Person who takes delivery in the form of another
         Debt Security that is not a Global Security as provided in Section
         3.05(a), provided that, if the Debt Security to be transferred in
         whole or in part is a Restricted Security, then the Security
         Registrar shall have received a Restricted Securities Certificate,
         satisfactory to the Security Registrar and the Trustee and duly
         executed by the transferor Holder or his attorney duly authorized in
         writing, in which case the transferee Holder shall take delivery in
         the form of a Restricted Security (subject in every case to Section
         3.05(c)).

              (iv) [Regulation S Global Security to be Held Through Euroclear
         or Clearstream during Restricted Period. The Company shall use its
         best efforts to cause the Depositary to ensure that beneficial
         interests in the Regulation S Global Security may be held only in or
         through accounts maintained at the Depositary by Euroclear or
         Clearstream (or by Agent Members acting for the account thereof), and
         no Person shall be entitled to effect any transfer or exchange that
         would result in any such interest being held otherwise than in or
         through such an account; provided that this Clause (b)(iv) shall not
         prohibit any transfer or exchange of such an interest in accordance
         with Clause (b)(ii) above.]

              (v) Restricted Non-Global Security to Restricted Global Security
         or Regulation S Global Security. If the Holder of a Restricted
         Security (other than a Global Security) wishes at any time to
         transfer all or any portion of such Security to a Person who wishes
         to take delivery thereof in the form of a beneficial interest in a
         Restricted Global Security or a Regulation S Global Security, such
         transfer may be effected only in accordance with the provisions of
         this Clause (b)(v) and Clause (b)(iv) above and subject to the
         Applicable Procedures. Upon receipt by the Security Registrar of (A)
         such Security as provided in Section 3.05(a) and instructions
         satisfactory to the Security Registrar and the Trustee directing that
         a beneficial interest in the Restricted Global Security or Regulation
         S Global Security in a specified principal amount not greater than
         the principal amount of such Security be credited to a specified
         Agent Member's account and (B) a Restricted Securities Certificate,
         if the specified account is to be credited with a beneficial interest
         in a Restricted Global Security, or a Regulation S Certificate, if
         the specified account is to be credited with a beneficial interest in
         a Regulation S Global Security, in either case satisfactory to the
         Security Registrar and the Trustee and duly executed by such Holder
         or his attorney duly authorized in writing, then the Security
         Registrar, subject to Clause (b)(iv) above, shall cancel such
         Security (and issue a new Security in respect of any untransferred
         portion thereof) and increase the principal amount of the Restricted
         Global



                                      31



         Security or the Regulation S Global Security, as the case may
         be, by the specified principal amount, both as provided in Section
         3.05(a).

         (c) Securities Act Legends. Restricted Securities and their Successor
Securities shall bear a Restricted Securities Legend, and the Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:

              (i) subject to the following Clauses of this Section 3.05(c), a
         Debt Security or any portion thereof which is exchanged, upon
         transfer or otherwise, for a Global Security or any portion thereof
         shall bear the Securities Act Legend borne by such Global Security
         while represented thereby;

              (ii) subject to the following Clauses of this Section 3.05(c), a
         new Debt Security which is not a Global Security and is issued in
         exchange for another Debt Security (including a Global Security) or
         any portion thereof, upon transfer or otherwise, shall bear the
         Securities Act Legend borne by such other Debt Security, provided
         that, if such new Debt Security is required pursuant to Section
         3.05(b)(v) to be issued in the form of a Restricted Security, it
         shall bear a Restricted Securities Legend and, if such new Debt
         Security is so required to be issued in the form of a Regulation S
         Security, it shall bear a Regulation S Legend;

              (iii) Registered Securities shall not bear a Securities Act
         Legend;

              (iv) at any time after the Debt Securities may be freely
         transferred without registration under the Securities Act or without
         being subject to transfer restrictions pursuant to the Securities
         Act, a new Debt Security which does not bear a Securities Act Legend
         may be issued in exchange for or in lieu of a Debt Security (other
         than a Global Security) or any portion thereof which bears such a
         legend if the Security Registrar has received an Unrestricted
         Securities Certificate, satisfactory to the Security Registrar and
         the Trustee and duly executed by the Holder of such legended Security
         or his attorney duly authorized in writing, and after such date and
         receipt of such certificate, the Trustee shall authenticate and
         deliver such a new Security in exchange for or in lieu of such other
         Security as provided in this Article Three;

              (v) a new Debt Security which does not bear a Securities Act
         Legend may be issued in exchange for or in lieu of a Debt Security
         (other than a Global Security) or any portion thereof which bears
         such a legend if, in the Company's judgment, placing such a legend
         upon such new Debt Security is not necessary to ensure compliance
         with the registration requirements of the Securities Act, and the
         Trustee, at the written direction


                                      32



         of the Company, shall authenticate and deliver such a new Debt
         Security as provided in this Article Three; and

              (vi) notwithstanding the foregoing provisions of this Section
         3.05(c), a Successor Security of a Debt Security that does not bear a
         particular form of Securities Act Legend shall not bear such form of
         legend unless the Company has reasonable cause to believe that such
         Successor Security is a "restricted security" within the meaning of
         Rule 144, in which case the Trustee, at the written direction of the
         Company, shall authenticate and deliver a new Debt Security bearing a
         Restricted Securities Legend in exchange for such Successor Security
         as provided in this Article Three.

         Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities.
If (i) any mutilated Debt Security is surrendered to the Trustee or (ii) the
Company and the Trustee receive evidence to their satisfaction of the ownership
of and the destruction, loss or theft of any Debt Security, and there is
delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Debt Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

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

         Upon the issuance of any new Debt Security under this Section 3.06,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Company and the Trustee)
connected therewith.

         Every new Debt Security of any series issued pursuant to this Section
3.06 in lieu of any destroyed, lost or stolen Debt Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt 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 Debt Securities of such series duly
issued hereunder.

         The provisions of this Section 3.06 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 Debt Securities.




                                      33




         Section 3.07. Payment of Interest; Interest Rights Preserved.
Interest on any Debt 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 Debt Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. At the
option of the Company, payment of interest on any Debt Security may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or, if so specified in the manner
contemplated by Section 3.01, by wire transfer to an account designated by such
Person in writing to the Trustee.

         Any interest on any Debt 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 his having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debt Securities (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 Debt Security of such series, the
         date of the proposed payment and the Special Record Date therefor,
         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 then 10 days after
         the receipt by the Trustee of the notice of the proposed payment. 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. Unless the Trustee is acting as the Security Registrar,
         promptly after such Special Record Date the Company shall furnish the
         Trustee a list, or shall make arrangements satisfactory to the Trustee
         with respect thereto, of the names and addresses of, and principal
         amounts of Debt Securities held by, the Holders appearing on the
         Security Register at the close of business on such Special Record
         Date. In the name and at the expense of the Company, the Trustee shall
         cause notice of the proposed payment of such Defaulted Interest and
         the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Debt 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



                                      34



         having been mailed as aforesaid, such Defaulted Interest shall be
         paid to the Persons in whose names the Debt Securities of such series
         (or their respective Predecessor Securities) are, registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
         the Debt Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         the Debt Securities may be listed, and upon such notice as may be
         required by such exchange, if, after notice given by the Company to
         the Trustee of the proposed payment pursuant to this Clause (2), such
         manner of payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section 3.07, each Debt
Security delivered under this Indenture upon transfer of or in exchange for or
in lieu of any other Debt Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debt Security.

         Section 3.08. Persons Deemed Owners. Prior to due presentment of a
Debt 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
Debt Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 3.07)
interest on such Debt Security and for all other purposes whatsoever, whether
or not such Debt Security shall be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Section 3.09. Cancellation. All Debt Securities surrendered for
payment, redemption, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Debt Securities so delivered shall be promptly cancelled by the Trustee.
Acquisition by the Company of any Debt Security shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the same is delivered to the Trustee for
cancellation. No Debt Securities shall be authenticated in lieu of or in
exchange for any Debt Securities cancelled as provided in this Section, except
as expressly permitted in this Indenture. All cancelled Debt



                                      35



Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures

         Section 3.10. Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Debt Securities of any series, interest on
the Debt Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

         Section 3.11. Payment in Currencies. (a) Payment of the principal of
(and premium, if any) and interest on the Debt Securities of any series shall
be made in the currency or currencies specified pursuant to Section 3.01;
provided that, if so specified in the manner provided in Section 3.01, the
Holder of a Debt Security of such series may elect to receive such payment in
any one of (i) Dollars and (ii) any other currency designated for such purpose
pursuant to Section 3.01. A Holder may make such election by delivering to the
Trustee a written notice thereof, substantially in the form attached hereto as
Exhibit A or in such other form as may be acceptable to the Trustee, not later
than the close of business on the Regular or Special Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth day immediately
preceding Maturity, as the case may be, with respect to Debt Securities of such
series. Such election shall remain in effect with respect to such Holder until
such Holder delivers to the Trustee a written notice substantially in the form
attached hereto as Exhibit A or in such other form as may be acceptable to the
Trustee specifying a change in the currency in which such payment is to be
made; provided that any such notice must be delivered to the Trustee not later
than the close of business on the Regular or Special Record Date immediately
preceding the next Interest Payment Date or the fifteenth day immediately
preceding Maturity, as the case may be, with respect to Debt Securities of such
series in order to be effective for the payment to be made thereon; and
provided further that no such change in currency may be made with respect to
payments to be made on any Debt Security with respect to which notice of
redemption has been given by the Company pursuant to Section 4.02.

         (b) Except as otherwise specified in the manner contemplated by
Section 3.01, the Trustee shall deliver to the Company, not later than the
fourth Business Day following each Regular or Special Record Date with respect
to an Interest Payment Date or the tenth Business Day immediately preceding
Maturity, as the case may be, with respect to a series of Debt Securities, a
written notice specifying, in the currency in which such series of Debt
Securities is denominated, the aggregate amount of the principal of (and
premium, if any) and interest on such series of Debt Securities to be paid on
such payment date. If payments in respect of such series of Debt Securities are
designated to be made in a currency other than the currency in which such
series of Debt Securities is denominated or if at least one Holder has made the
election referred to in Subsection (a) above with respect to such series of
Debt Securities, then the written notice referred to in the preceding sentence
shall also specify, in each currency in which payment in respect of such series
of Debt Securities is to be



                                      36



made pursuant to said Subsection (a), the amount of principal of (and premium,
if any) and interest on such series of Debt Securities to be paid in such
currency on such payment date.

         (c) The Company shall deliver to the Trustee, not later than the eighth
Business Day following each Regular or Special Record Date or the tenth day
immediately preceding Maturity, as the case may be, with respect to a series of
Debt Securities, an Exchange Rate Officer's Certificate in respect of the
Dollar or Foreign Currency payments to be made on such payment date in respect
of such Debt Securities. Except as otherwise specified in the manner
contemplated by Section 3.01, the amount receivable by Holders of a series of
Debt Securities who have elected payment in a currency other than the currency
in which such series of Debt Securities is denominated as provided in
Subsection (a) above shall be determined by the Company on the basis of the
applicable Exchange Rate.

         (d) (i) If the Foreign Currency in which a series of Debt Securities is
denominated ceases to be used both by the government of the country that issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, then, with respect to each date
for the payment of principal of (and premium, if any) and interest on such
series of Debt Securities occurring after the final date on which such Foreign
Currency was so used, all payments with respect to the Debt Securities of such
series shall be made in Dollars. If payment is to be made in Dollars to the
Holders of any such series of Debt Securities pursuant to the provisions of the
preceding sentence, then the amount to be paid in Dollars on a payment date by
the Company to the Trustee and by the Trustee or any Paying Agent to Holders
shall be determined by the Trustee as of the Regular or Special Record Date
immediately preceding the applicable Interest Payment Date or the fifteenth day
immediately preceding Maturity, as the case may be, with respect to Debt
Securities of such series, and shall be equal to the sum obtained by
translating the specified Foreign Currency into Dollars at the applicable
Exchange Rate on the last Record Date on which such Foreign Currency was so
used in either fashion; provided that payment to a Holder of a Debt Security of
such series shall be made in a different Foreign Currency if that holder has
properly elected or properly elects payment in such Foreign Currency as
provided for by Subsection (a) above. If a Holder of a Debt Security
denominated in a composite currency has elected payment in a specified Foreign
Currency as provided for by Subsection (a) above and such Foreign Currency
ceases to be used both by the government of the country that issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, such Holder shall receive payment
in such composite currency; provided that such payment to such Holder shall be
made in a different Foreign Currency or in Dollars if that Holder has properly
elected or properly elects payments in such Foreign Currency or in Dollars as
provided for by Subsection (a) above.

         If payment in respect of Debt Securities of a series denominated in a
composite currency is to be made in Dollars pursuant to the provisions of the



                                      37




preceding paragraph, then the amount to be paid in Dollars on a payment date by
the Company to the Trustee and by the Trustee or any Paying Agent to Holders
shall be determined by the Trustee as of the Regular or Special Record Date
immediately preceding the applicable Interest Payment Date or the fifteenth day
immediately preceding Maturity, as the case may be, with respect to Debt
Securities of such series, and shall be equal to the sum of the amounts
obtained by translating each Component of such composite currency into Dollars
at the applicable Exchange Rate for such Component on such Record Date or
fifteenth day, as the case may be, multiplied by the number of units of such
composite currency, as the case may be, that would have been so paid had such
composite currency, as the case may be, not ceased to be so used. If payment is
to be made in a Foreign Currency to a Holder of a Debt Security of such series
pursuant to the preceding paragraph, then the amount to be paid in such Foreign
Currency on a payment date by the Company to the Trustee and by the Trustee or
any Paying Agent to such Holder shall be determined by the Trustee as of such
Record Date or fifteenth day, as the case may be, and shall be determined by
(A) translating each Component of such composite currency into Dollars at the
applicable Exchange Rate for such Component on such Record Date or fifteenth
day, as the case may be, and (B) translating the sum in Dollars so obtained
into such Foreign Currency at the applicable Exchange Rate for such Foreign
Currency on such Record Date or fifteenth day, as the case may be.

         All decisions and determinations of the Trustee regarding the
translation of Foreign Currency into Dollars or the translation of any
composite currency into Dollars or the translation of Dollars into Foreign
Currency pursuant to this Subsection (d) shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company
and all Holders of the Debt Securities.

         If a Foreign Currency in which a series of Debt Securities is
denominated or in which payments in respect of Debt Securities of such series
may be made ceases to be used both by the government of the country that issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, the Company, in the event that
it learns thereof (without any duty to investigate), will immediately give
notice thereof to the Trustee (and the Trustee promptly thereafter will give
notice to the relevant Holders in the manner provided in Section 14.06)
specifying the last date on which such Foreign Currency was so used in either
fashion. In the event any composite currency in which a Debt Security is
denominated or payable ceases to be used for the purposes for which it was
established, the Company, upon learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee promptly thereafter will give notice to
the relevant Holders in the manner provided in Section 14.06) specifying the
Conversion Date with respect to such composite currency and the Components of
such composite currency on such Conversion Date. In the event of any subsequent
change in any such Component, the Company, upon learning thereof, will give
notice to the Trustee similarly. The



                                      38




Trustee shall be fully justified and protected in relying and acting upon the
information so received by it from the Company and shall not otherwise have any
duty or obligation to determine such information independently.

         Section 3.12. CUSIP Numbers. The Company in issuing the Debt
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Debt Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Debt Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                   ARTICLE 4
                  REDEMPTION OF DEBT SECURITIES; SINKING FUND

         Section 4.01. Applicability of Right of Redemption. Redemption of Debt
Securities (other than pursuant to a sinking fund or analogous provision)
permitted by the terms of any series of Debt Securities shall be made in
accordance with such terms and the applicable provisions of this Article;
provided, however, that if any such terms of a series of Debt Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.

         Section 4.02. Notice of Redemption. If the Company shall elect to
redeem the Debt Securities of any series in whole or in part as aforesaid, it
shall fix a date for redemption and give notice of its election so to redeem by
mailing written notice, postage prepaid, at least 30 days but not more than 60
days before the Redemption Date, to each Holder of Debt Securities to be
redeemed as a whole or in part. Any notice which shall be mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder shall receive such notice. The Company shall notify the
Trustee at least 15 days prior to the mailing of such notice. Failure to mail
such notice, or any defect in the notice mailed, to the Holder of any Debt
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debt Security.

         Each notice of redemption shall identify the Debt Securities to be
redeemed (including CUSIP number) state such election to redeem on the part of
the Company, the Redemption Date, the Place or Places of Payment for the Debt
Securities to be redeemed and the Redemption Price and shall state further that
the Debt Securities designated in such notice for redemption are required to be
presented on or after such Redemption Date and at such Place or Places of
Payment and that interest to the Redemption Date on the Debt Securities called


                                      39




for redemption will be paid as specified in said notice and shall cease to
accrue thereon on such date, unless the Company defaults in payment of the
Redemption Price. If less than all Outstanding Debt Securities of a series are
to be redeemed, the notice shall also identify (and, in the case of partial
redemption, state the principal amounts of) the particular Debt Securities that
are to be redeemed. In case of partial redemption, the notice shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Debt Security,
a new Debt Security of the same series in aggregate principal amount equal to
the unredeemed portion thereof will be issued.

         Any notice of redemption of Debt Securities at the option of the
Company shall be given by the Company or, at the Company's written request, by
the Trustee in the name and at the expense of the Company.

         Section 4.03. Selection of Debt Securities on Partial Redemption.
Except as otherwise specified in the manner contemplated by Section 3.01 for
the Debt Securities of any series, if the Company shall at any time elect to
redeem less than all the Debt Securities of such series then Outstanding, it
shall notify the Trustee of the principal amount of Debt Securities to be
redeemed before the mailing of the notice of redemption pursuant to Section
4.02, and thereupon the Trustee shall select, in such manner as the Trustee
shall deem appropriate and fair and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof that is also an
authorized denomination, but in no event shall such portion be less than
$1,000) of the principal amount of Debt Securities of such series of a
denomination larger than the minimum authorized denomination for Debt
Securities of such series.

         The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt Security
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 Debt Securities shall
relate, in the case of any Debt Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Debt Security that has
been or is to be redeemed.

         Section 4.04. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, 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 5.03) 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 Debt Securities
or portions thereof which are to be redeemed on that date, in the currency or
currencies in which such Redemption Price shall be paid.



                                      40




         Section 4.05. Debt Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Debt Securities so to be
redeemed shall, on the Redemption Date specified in such notice, become due and
payable at the applicable Redemption Price, together with interest accrued
thereon to such Redemption Date, and from and after such Redemption Date
(unless the Company shall default in the payment of such Redemption Price or
any such accrued interest), interest on such Debt Securities shall cease to
accrue. Upon surrender of such Debt Securities for redemption in accordance
with said notice, such Debt Securities shall be paid by the Company at the
applicable Redemption Price, together with interest accrued to the Redemption
Date; provided, however, that instalments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Securities, registered as, such on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

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

         Section 4.06. Debt Securities Redeemed in Part. Any Debt Security
which is to be redeemed only in part shall be surrendered at a Place of Payment
therefore (with, if the Company, the Security Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar 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 Debt Security without service charge, a new Debt Security
or Debt Securities of the same series, in any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Debt Security so
surrendered, except that if a Global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Security, without service charge, a new Global Security or
Securities in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.

         Section 4.07. Applicability of Sinking Fund. Redemption of Debt
Securities permitted or required pursuant to a sinking fund for the retirement
of Debt Securities of a series shall be made in accordance with the applicable
provisions of this Article, except as otherwise specified in the manner
contemplated by Section 3.01 for Debt Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt 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 Debt Securities of any series is herein referred
to as


                                      41




an "Optional Sinking Fund Payment". The cash amount of any Mandatory Sinking
Fund Payment shall be subject to reduction as provided in Section 4.08.

         Section 4.08. Mandatory and Optional Sinking Funds. In lieu of making
all or any part of any Mandatory Sinking Fund Payment with respect to any
series of Debt Securities in cash, the Company may at its option (a) deliver to
the Trustee Debt Securities of such series theretofore purchased or otherwise
acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Company or receive credit for Debt Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to Section
3.09, (b) receive credit for Optional Sinking Fund Payments (not previously so
credited) made pursuant to this Section 4.08, or (c) receive credit for Debt
Securities of such series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such
series. Debt Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such Debt
Securities.

         On or before the 45th day next preceding each sinking fund payment
date for any series, the Company will deliver to the Trustee an Officers'
Certificate (a) specifying the portion of the Mandatory Sinking Fund Payment to
be satisfied by credit of Debt Securities of such series, (b) stating that none
of the Debt Securities of such series has theretofore been so credited, (c)
stating whether or not the Company intends to exercise its right to make an
Optional Sinking Fund Payment with respect to such series and, if so,
specifying the amount of such Optional Sinking Fund Payment which the Company
intends to pay on or before the next succeeding sinking fund payment date and
(d) specifying such sinking fund payment date. Any Debt Securities of such
series to be credited and required to be delivered to the Trustee in order for
the Company to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 3.09 to the Trustee with such written statement (or
reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Company
shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such 45th day, to
deliver such written statement and Debt Securities specified in this paragraph,
if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (i) that the Mandatory Sinking
Fund Payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Debt Securities of such series in respect `thereof and (ii) that the Company
will make no Optional Sinking Fund Payment with respect to such series as
provided in this Section 4.08.

         Section 4.09. Application of Sinking Fund Payments. If a Mandatory
Sinking Fund Payment or Optional Sinking Fund Payment made in cash with


                                      42




respect to a particular series of Debt Securities, plus any unused balance of
any preceding sinking fund payments made in cash with respect to such series,
shall exceed $50,000 (or a lesser sum if the Company shall so request), such
funds shall be applied by the Trustee on the sinking fund payment date provided
for in the terms of a particular series of Debt Securities next following the
date of such payment, unless the date of such payment shall be a sinking fund
payment date, in which case such payment shall be applied on such sinking fund
payment date, to a redemption of Debt Securities of such series at the
Redemption Price specified therein. Not less than 45 days (unless a shorter
period shall be satisfactory to the Trustee) before each such sinking fund
payment date, the Trustee shall select, in the manner provided in Section 4.03,
for redemption on such sinking fund payment date, a sufficient principal amount
of Debt Securities of such series to absorb said funds, as nearly as may be,
and shall, at the expense and in the name of the Company, thereupon cause
notice of the redemption of such Debt Securities to be given in substantially
the manner provided in Section 4.02 for the redemption of Debt Securities in
part at the option of the Company, except that the notice of redemption shall
also state that such Debt Securities are being redeemed for the sinking fund.
Any sinking fund. moneys not so applied by the Trustee to the redemption of
Debt Securities of such series shall be added to the next sinking fund payment
received in funds by the Trustee and, together with such payment, shall be
applied in accordance with the provisions of this Section 4.09. Any and all
sinking fund moneys held by the Trustee on the last sinking fund payment date
with respect to Debt Securities of such series, and not held for the payment or
redemption of particular Debt Securities of such series, shall be applied by
the Trustee to the payment of the principal of the Debt Securities of such
series at Maturity.

         On or prior to each sinking fund payment date, the Company shall pay
to the Trustee a sum equal to all interest accrued to the date fixed for
redemption on Debt Securities to be redeemed on such sinking fund payment date
pursuant to this Section 4.09.

         The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of Debt Securities of such
series by operation of the sinking fund during the continuance of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) of which the Trustee has actual knowledge, except that if the notice
of redemption of any Debt Securities of such series shall theretofore have been
mailed in accordance with the provisions hereof, the Trustee shall redeem such
Debt Securities if cash sufficient for the purpose shall be deposited with the
Trustee in accordance with the terms of this Article Four. Except as aforesaid,
any moneys in the sinking fund at the time any such Event of Default shall
occur and any moneys thereafter paid into the sinking fund shall, during the
continuation of such Event of Default, be held as security for the payment of
all the Debt Securities of such series; provided, however, that in case such
Event of Default shall have been cured or waived as provided herein, such
moneys shall thereafter be applied on

                                      43




the next sinking fund payment date on which such moneys are required to be
applied pursuant to the provisions of this Section 4.09.

                                   ARTICLE 5
                      PARTICULAR COVENANTS OF THE COMPANY

          Section 5.01. To Pay Principal, Premium, If Any, and Interest. The
Company covenants and agrees for the benefit of each series of Debt Securities
that it will duly and punctually pay the principal of (and premium, if any) and
interest on the Debt Securities of such series in accordance with the terms of
the Debt Securities of such series and this Indenture.

         The Company shall pay interest on overdue principal of a Debt Security
of any series at the rate of interest prescribed therefore in such Debt
Security and, to the extent lawful, it shall pay interest on overdue
instalments of interest at the same rate.

         Section 5.02. To Maintain Offices or Agencies. As long as any of the
Debt Securities shall remain outstanding, the Company will maintain or will
cause to be maintained, in each Place of Payment for any series of Debt
Securities, one or more offices or agencies where Debt Securities of such
series may be presented or surrendered for payment, exchange and registration
of transfer as in this Indenture provided and where notices and demands to or
upon the Company in respect of this Indenture and of the Debt Securities of
such series may be served. The Company will from time to time give written
notice to the Trustee of the location of any such office or agency and of any
change in the location thereof. In case the Company shall fail to maintain any
such office or agency or to give such notice of its location or of any change
in the location thereof, presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee. The Company hereby
initially appoints the Corporate Trust Office of the Trustee as its office or
agency for all the above purposes.

         Section 5.03. Money For Debt Security 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 Debt Securities, then, on or before each date on which the
principal of (and premium, if any) or interest on any of the Debt Securities of
that series shall become payable, by their terms or as a result of the calling
thereof for redemption, the Company will set apart and segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
such principal (and premium, if any) or interest which shall have become so
payable until such sums shall be paid to such Persons or otherwise disposed of
as herein provided, and will notify the Trustee of its action or failure so to
act and of any failure by any other obligor upon the Debt Securities of that
series to make any such payment.

         If the Company shall appoint and at the time have a Paying Agent for
the payment of the principal of (and premium, if any) or interest on any series
of Debt


                                      44




Securities, then, on or before the date on which the principal of (and premium,
if any) or interest on any of the Debt Securities of that series shall become
payable as aforesaid, the Company will pay to such Paying Agent a sum
sufficient to pay such principal (and premium, if any) or interest, to be held
in trust for the benefit of the Persons entitled. thereto, and (unless such
Paying Agent is the Trustee) the Company will notify the Trustee of its action
or failure so to act.

         If such Paying Agent shall be other than the Trustee, the Company will
cause such Paying Agent 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 5.03, (1) that such Paying Agent shall hold all sums held by it
for the payment of the principal of (and premium, if any) or interest on the
Debt Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; (2) that such Paying Agent shall give the Trustee notice of
any default by the Company or any other obligor upon the Debt Securities of
that series in the making of any payment of the principal of (and premium, if
any) or interest on the Debt Securities of that series when the same shall have
become due and payable; and (3) that such Paying Agent shall, at any time
during the continuance of any such default, upon the written request of the
Trustee, pay to the Trustee all sums so held in trust by it.

         Anything in this Section 5.03 to the contrary notwithstanding, the
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or by any Paying Agent (other than the
Trustee) as required by this Section 5.03, 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.

         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 premium, if
any) or interest on any Debt Securities of any series and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Debt 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.

         Section 5.04. Restrictions on Liens Upon Voting Stock of Significant
Subsidiaries. (a) The Company will not, and will not permit any Subsidiary to,
incur, issue, assume or guarantee any Indebtedness if such Indebtedness is
secured by a pledge of, lien on, or security interest in any shares of Voting
Stock of any Significant Subsidiary, whether such Voting Stock is now owned or
shall hereafter be acquired, without effectively providing that the Debt
Securities


                                      45




(together with, if the Company shall so determine, any other indebtedness or
obligations of the Company or any Subsidiary ranking equally with such Debt
Securities and then existing or thereafter created) shall be secured equally
and ratably with such Indebtedness. For the purposes of the foregoing,
pledging, placing a lien on or creating a security interest in any shares of
Voting Stock of a Significant Subsidiary in order to secure then outstanding
Indebtedness of the Company or any Subsidiary shall be deemed to be the
incurrence, issuance, assumption or guarantee (as the case may be) of such
Indebtedness, but the foregoing shall not apply to Indebtedness secured by a
pledge of, lien on or security interest in any shares of Voting Stock of any
corporation at the time it becomes a Significant Subsidiary, including
extensions, renewals and replacements of such Indebtedness without increase in
the amount thereof.

         (b) For the purposes of Subsection (a) of this Section 5.04, the term
"Voting Stock" shall mean capital stock the holders of which have general
voting power under ordinary circumstances to elect at least a majority of the
board of directors of a corporation; provided that, for the purposes hereof,
capital stock which carries only the right to vote conditioned on the
occurrence of an event shall not be considered voting stock whether or not such
event shall have occurred.

         (c) For the purposes of Subsection (a) of this Section 5.04, the term
"Significant Subsidiary" shall mean a Subsidiary, including its Subsidiaries,
which meets any of the following conditions:

                      (1) The Company's and its other Subsidiaries' investments
         in and advances to the Subsidiary exceed 10 percent of the total
         assets of the Company and its Subsidiaries consolidated as of the end
         of the most recently completed fiscal year;

                      (2) The Company's and its other Subsidiaries'
         proportionate share of the total assets (after intercompany
         eliminations) of the Subsidiary exceeds 10 percent of the total assets
         of the Company and its Subsidiaries consolidated as of the end of the
         most recently completed fiscal year; or

                      (3) The Company's and its other Subsidiaries' equity in
         the income from continuing operations before income taxes,
         extraordinary items and cumulative effect of a change in accounting
         principles of the Subsidiary exceeds 10 percent of such income of the
         Company and its Subsidiaries consolidated for the most recently
         completed fiscal year.

         (d) For the purposes of making the prescribed income test in clause
(3) of Subsection (c) of this Section 5.04, the following shall be applicable:

                      (1) When a loss has been incurred by either the Company
         and its Subsidiaries consolidated or the tested Subsidiary, but not
         both, the


                                      46




         equity in the income or loss of the tested Subsidiary shall
         be excluded from the income of the Company and its Subsidiaries
         consolidated for purposes of the computation; and

                      (2) If income of the Company and its Subsidiaries
         consolidated for the most recent fiscal year is at least 10 percent
         lower than the average of the income for the last five fiscal years,
         such average income shall be substituted for purposes of the
         computation. Any loss years shall be omitted for purposes of computing
         average income.

         Section 5.05. Restrictions on Consolidation, Merger, Sale, Etc. The
Company shall not consolidate with any other corporation or accept a merger of
any other corporation into the Company or permit the Company to be merged into
any other corporation, or sell other than for cash or lease all or
substantially all its assets to another corporation, or purchase all or
substantially all the assets of another corporation, unless (a) either the
Company shall be the continuing corporation, or the successor, transferee or
lessee corporation (if other than the Company) shall expressly assume, by
indenture supplemental hereto satisfactory to the Trustee, executed and
delivered by such corporation prior to or simultaneously with such
consolidation, merger, sale or lease, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Debt Securities,
according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be performed or
observed by the Company, and (b) immediately after giving effect to such
consolidation, merger, sale, lease or purchase the Company or the successor,
transferee or lessee corporation (if any other than the Company) would not be
in default in the performance of any covenant or condition of this Indenture. A
purchase by a Subsidiary of all or substantially all of the assets of another
corporation shall not be deemed to be a purchase of such assets by the Company.

         Section 5.06. Annual Statement Concerning Compliance With Covenants.
The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement signed by its principal executive officer,
principal accounting officer or principal financial officer, stating that:

         (a) a review of the activities of the Company during such year with
regard to its compliance with this Indenture has been made under such officer's
supervision; and

         (b) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture throughout such
year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof, all without regard to grace periods or notice requirements.



                                      47




         Section 5.07. Compliance With Covenants and Conditions May Be Waived
By Holders of Debt Securities. Anything in this Indenture to the contrary
notwithstanding, the Company or any Subsidiary may fail or omit in any
particular instance to comply with a covenant or condition set forth in
Sections 5.04 or 5.05 with respect to any series of Debt Securities if the
Company shall have obtained and filed with the Trustee, prior to the time for
such compliance, evidence (as provided in Article 7) of the consent of the
Holders of at least a majority in aggregate principal amount of the Debt
Securities of such series at the time Outstanding, either waiving such
compliance in such instance or generally waiving compliance with such covenant
or condition, but no such waiver shall extend to or affect any obligation not
waived by the terms of such waiver or impair any right consequent thereon.

         Section 5.08. Calculation Of Original Issue Discount.. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Debt Securities as of
the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code
of 1986, as amended from time to time.

                                   ARTICLE 6
                                    REMEDIES

         Section 6.01. Events of Default. Except where otherwise indicated by
the context or where the term is otherwise defined for a specific purpose, the
term "Event of Default" as used in this Indenture with respect to Debt
Securities of any series shall mean one of the following described events
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the supplemental indenture, if any, under which such
series of Debt Securities is issued:

         (a) the failure of the Company to pay any installment of interest on
any Debt Security of such series, when and as the same shall become due and
payable, which failure shall have continued unremedied for a period of 30 days;

         (b) the failure of the Company to pay the principal or premium,
if any, on any Debt Security of such series, when and as the same shall become
payable, whether at maturity as therein expressed, by call for redemption
(otherwise than pursuant to a sinking fund), by declaration as authorized by
this Indenture or otherwise;

         (c) the failure of the Company to pay a sinking fund instalment,
if any, when and as the same shall become due and payable by the terms of a
Debt Security of such series, which failure shall have continued unremedied for
a period of 30 days;



                                      48




         (d) the failure of the Company, subject to the provisions of
Section 5.07, to observe and perform any other of the covenants or agreements
on the part of the Company contained in this Indenture (including any indenture
supplemental hereto), other than a covenant or agreement which has been
expressly included in this Indenture solely for the benefit of a series of Debt
Securities other than that series, which failure shall not have been remedied
to the satisfaction of the Trustee, or without provision deemed by the Trustee
to be adequate for the remedying thereof having been made, for a period of 90
days after written notice shall have been given to the Company by the Trustee
or shall have been given to the Company and the Trustee by Holders of 25% or
more in aggregate principal amount of the Debt Securities of such series then
Outstanding, specifying such failure and requiring the Company to remedy the
same;

         (e) the entry by a court having jurisdiction in the premises of a
decree or order for relief in respect of the Company in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or other similar law
now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or for
substantially all of its property, or ordering the winding-up or liquidation of
the Company's affairs, and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days;

         (f) the commencement by the Company of a voluntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Company to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Company
to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian or sequestrator (or similar official) of the Company or for
substantially all of its property, or the making by it of an assignment for the
benefit of creditors; or

         (g) the occurrence of any other event of default with respect to the
Debt Securities of such series as provided in a supplemental indenture
applicable to such series of Debt Securities or a Board Resolution pursuant to
which such series of Debt Securities is established.

         Section 6.02. Acceleration of Maturity on Default; Waiver. If any one
or more Events of Default shall happen with respect to Debt Securities of any
series at the time Outstanding, then, and in each and every such case, during
the continuance of any such Event of Default, the Trustee or the Holders of 25%
or more in aggregate principal amount of the Debt Securities of such series
then Outstanding may, and upon the written request of the Holders of a majority
in aggregate principal amount of such Debt Securities then Outstanding the
Trustee shall, declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of and all accrued but
unpaid interest (if

                                      49




any) on all the Debt Securities of such series then Outstanding, if not then
due and payable, to be due and payable, and upon any such declaration the same
shall become and be immediately due and payable, anything contained in this
Indenture or in the Debt Securities of such series to the contrary
notwithstanding; provided that no Event of Default with respect to Debt
Securities of a series, except with respect to an Event of Default under
Subsections (e) and (f) of Section 6.01, shall constitute an Event of Default
with respect to Debt Securities of any other series. The foregoing provision,
however, is subject to the condition that, if at any time after the principal
amount (or specified amount) of and all accrued but unpaid interest (if any) on
all the Debt Securities of such series shall have been so declared to be due
and payable, all arrears of interest, if any, upon all the Debt Securities of
such series (with interest, to the extent that interest thereon shall be
legally enforceable, on any overdue instalment of interest at the rate borne by
the Debt Securities of such series) and all amounts owed to the Trustee and any
predecessor trustee hereunder under Section 10.01(a) and all other sums payable
under this Indenture (except the principal of the Debt Securities of such
series which would not be due and payable were it not for such declaration),
shall be paid by the Company, and every other default and Event of Default
under this Indenture shall have been cured to the reasonable satisfaction of
the Holders of a majority in aggregate principal amount of the Debt Securities
of such series then Outstanding, or provision deemed by such Holders to be
adequate therefore shall have been made, then and in every such case the
Holders of a majority in aggregate principal amount of the Debt Securities of
such series then Outstanding may, on behalf of the Holders of all the Debt
Securities of such series, waive the Event of Default by reason of which the
principal of the Debt Securities of such series shall have been so declared to
be due and payable and may rescind and annul such declaration and its
consequences; but no such waiver, recission or annulment shall extend to or
affect any subsequent default or Event of Default or impair any right
consequent thereon. Any declaration by the Trustee pursuant to this Section
6.02 shall be by written notice to the Company, and any declaration or waiver
by the Holders of Debt Securities of any series pursuant to this Section 602
shall be by written notice to the Company and the Trustee.

         Section 6.03. Collection of Amounts Due and Suits for Enforcement by
Trustee. If the Company shall fail for a period of 30 days to pay any
installment of interest on the Debt Securities of any series, or shall fail to
pay the principal of and premium, if any, on any of the Debt Securities of such
series when and as the same shall become due and payable, whether at maturity,
or by call for redemption (otherwise than pursuant to a sinking fund), by
declaration as authorized by this Indenture or otherwise, or shall fail for a
period of 30 days to make any sinking fund payment as to a series of Debt
Securities, then, upon demand of the Trustee, the Company will pay to the
Trustee for the benefit of the Holders of the Debt Securities of such series
then Outstanding the whole amount which then shall have become due and payable
on all the Debt Securities of such series, with interest on the overdue
principal and premium, if any, and (so far as the same may be legally
enforceable) on the overdue installments of interest at the


                                      50




rate borne by the Debt Securities of such series, and all amounts owed to the
Trustee and any predecessor trustee hereunder under Section 10.01(a).

         Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Debt Securities of any series to the Holders,
whether or not the principal of and interest on the Debt Securities of such
series be overdue.

         In case the Company fails forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the Debt
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Company or any other obligor upon the Debt
Securities of such series, wherever situated, in the manner provided by law.
Every recovery of judgment in any such action or other proceeding, subject to
the payment to the Trustee of all amounts owed to the Trustee and any
predecessor trustee hereunder under Section 10.01(a), shall be for the ratable
benefit of the Holders of such series of Debt Securities which shall be the
subject of such action or proceeding. All rights of action upon or under any of
the Debt Securities or this Indenture may be enforced by the Trustee without
the possession of any of the Debt Securities and without the production of any
thereof at any trial or any proceeding relative thereto.

         Section 6.04. Trustee Appointed Attorney-in-Fact For Holders to File
Claims. The Trustee is hereby appointed, and each and every Holder, by
receiving and holding Debt Securities, shall be conclusively deemed to have
appointed the Trustee, the true and lawful attorney-in-fact of such Holder,
with authority to make or file (whether or not the Company shall be in default
in respect of the payment of the principal of (and premium, if any) or interest
on any of the Debt Securities), in its own name and as trustee of an express
trust or otherwise as it shall deem advisable, in any receivership, insolvency,
liquidation, bankruptcy, reorganization or other judicial proceeding relative
to the Company or any other obligor upon the Debt Securities or to their
respective creditors or property, any and all claims, proofs of claim, proofs
of debt, petitions, consents, other papers and documents and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the
Trustee and any predecessor trustee hereunder and of the Holders allowed in any
such proceeding and to collect and receive any moneys or other property payable
or deliverable on any such claim, and to execute and deliver any and all other
papers and documents and to do and perform any and all other acts and things,
as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee
hereunder and any of the Holders, and any receiver, assignee, trustee,
custodian or debtor in any such proceeding is hereby authorized, and each and
every holder, by receiving and holding Debt Securities, shall be


                                      51




conclusively deemed to have authorized any such receiver, assignee, trustee,
custodian or debtor to make any such payment or delivery only to or on the
order of the Trustee, and to pay to the Trustee any amount due it and any
predecessor trustee hereunder under Section 10.01(a); provided, however, that
nothing herein contained shall be deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any Holder, any plan of
reorganization or readjustment of the Company affecting the Debt Securities or
the rights of any Holder thereof, or to authorize or empower the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section 6.05. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee with respect to a series of Debt Securities under this
Article 6 shall be applied in the following order, at the date or dates fixed
by the Trustee and, in the case of the distribution of such moneys on account
of principal (or premium, if any) or interest, upon presentation of the Debt
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 to the Trustee
         and any predecessor trustee hereunder under Section 10.01(a);

                      Second: In case the principal of the Outstanding Debt
         Securities of such series shall not have become due and be unpaid, to
         the payment of interest on the Debt Securities of such series, in the
         order of the Maturity of the installments of such interest, with
         interest (to the extent that such interest is legally enforceable and
         has been collected by the Trustee) upon the overdue installments of
         interest at the rate borne by such Debt Securities, such payments to
         be made ratably to the Persons entitled thereto;

                      Third: In case the principal of the Outstanding Debt
         Securities of such series shall have become due and payable, by
         declaration or otherwise, to the payment of the whole amount then
         owing and unpaid upon the Debt Securities of such series for principal
         (and premium, if any) and interest, with interest on the overdue
         principal and premium, if any, and (to the extent that such interest
         is legally enforceable and has been collected by the Trustee) upon
         overdue installments of interest at the rate borne by the Debt
         Securities of such series, and in case such moneys shall be
         insufficient to pay in full the whole amounts so due and unpaid upon
         the Debt Securities of such series, then to the payment of such
         principal (and premium, if any) and interest without preference or
         priority of principal and premium, if any, over interest, or of
         interest over principal and premium, if any, or of any installment of
         interest over any other installment of interest, or of any Debt
         Security of such series over any other Debt Security of such series,
         ratably according to the aggregate amounts of such principal (and
         premium, if any) and accrued and unpaid interest. The Holders of each
         series of Debt Securities denominated in any


                                      52




         composite currency or a Foreign Currency shall be entitled to receive
         a ratable portion of the amount determined by the Trustee by
         converting the principal amount Outstanding of such series of Debt
         Securities and matured but unpaid interest on such series of Debt
         Securities in the currency in which such series of Debt Securities is
         denominated into Dollars at the applicable Exchange Rate as of the
         date of declaration of acceleration of the Maturity of the Debt
         Securities (or, if there is no such Exchange Rate as of such date for
         the reasons specified in Section 3.11(d)(i), such Exchange Rate on
         the date specified in such Section). Any surplus then remaining shall
         be paid to the Company or to such other Persons as shall be entitled
         to receive it.

         Section 6.06. Holders May Direct Proceedings and Waive Defaults. The
Holders of a majority in aggregate principal amount of the Outstanding Debt
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
hereunder, or of exercising any trust or power hereby conferred upon the
Trustee with respect to the Debt Securities of such series; provided, however,
that, subject to the provisions of Sections 10.01 and 10.02, the Trustee shall
have the right to decline to follow any such direction if the Trustee, being
advised by counsel, determines that the action so directed may not lawfully be
taken or would be unduly prejudicial to Holders not joining in such direction
or would involve the Trustee in personal liability.

         Prior to any declaration accelerating the Maturity of the Debt
Securities of any series, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of such series may on behalf of the
Holders of all of the Debt Securities of such series waive any past default or
Event of Default hereunder and its consequences, except a default in the
payment of the principal of (and premium, if any) or interest on any Debt
Security of such series. Upon any such waiver the Company, the Trustee and the
Holders of the Debt Securities of such series shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 606, said default or Event of
Default shall for all purposes of the Debt Securities of such series and this
Indenture be deemed to have been cured and to be not continuing.

         Section 6.07. Limitations on Right of Holders to Institute
Proceedings. No Holder of any Debt Security of any series shall have any right
to institute an action, suit or proceeding at law or in equity with respect to
this Indenture, or for the execution of any trust hereunder or for the
appointment of a receiver or for any other remedy hereunder, in each case with
respect to an Event of Default with respect to such series of Debt Securities,
unless (1) such Holder previously shall have given to the Trustee written
notice of the occurrence of one or more Events of Default with respect to such
series of Debt Securities; (2) the Holders of 25%


                                      53




in aggregate principal amount of the Outstanding Debt Securities of such series
shall have requested the Trustee in writing to take action in respect of the
matter complained of; and (3) unless such Holder or Holders have offered to the
Trustee security and indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred therein or thereby and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding, and such
notification, request and offer of indemnity are hereby declared in every such
case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Debt Security of such series, it being understood and intended
that no one or more of such Holders shall have any right in any manner
whatsoever by his or their action to enforce any right hereunder, except in the
manner herein provided, and that every action, suit or proceeding at law or in
equity shall be instituted, had and maintained in the manner herein provided
and for the equal benefit of all Holders of the Outstanding Debt Securities of
such series; provided, however, that nothing contained in this Indenture or in
the Debt Securities of such series shall affect or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and (subject to Section 3.07) interest on the Debt Securities
of such series to the respective Holders of such Debt Securities at the Stated
Maturity or Maturities expressed in such Debt Securities, or affect or impair
the right, which is also absolute and unconditional, of such Holders to
institute suit to enforce any such payment.

         Section 6.08. Assessment of Costs and Attorneys' Fees in Legal
Proceedings. All parties to this Indenture agree, and each Holder of any Debt
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any action, suit or proceeding for the
enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such action, suit
or proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 6.08 shall not apply to any action, suit or proceeding instituted
by the Trustee, to any action, suit or proceeding instituted by any one or more
Holders holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any action, suit or proceeding
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any of the Debt Securities of such series,
on or after the respective Stated Maturity or Maturities expressed in such Debt
Securities (or, in the case of redemption, on or after the Redemption Date).

         Section 6.09. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to


                                      54




be exclusive of any other right or rights or remedy or remedies, and each
and every right and remedy shall be cumulative and shall be in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or by statute.

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any default or Event of Default shall impair any
such right or remedy or shall be construed to be a waiver of any such default
or Event of Default or an acquiescence therein, and every right and remedy
given by this Article 6 to the Trustee and to the Holders, respectively, 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.

         In case the Trustee or any Holder shall have proceeded to enforce any
right or remedy under this Indenture and the proceedings for the enforcement
thereof shall have been discontinued or abandoned because of waiver or for any
other reason or shall have been adjudicated adversely to the Trustee or to such
Holder, then and in every such case the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions and
rights hereunder, and thereafter all rights, remedies and powers of the Trustee
and the Holders shall continue as though no such proceedings had been taken,
except as to any matters so waived or adjudicated.

                                   ARTICLE 7
                               ACTIONS BY HOLDERS

         Section 7.01. Actions by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage or a majority in aggregate
principal amount of Outstanding Debt Securities of any series may take any
action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), such action may
be taken by (a) a meeting of the Holders in accordance with Article Eight or
(b) by any instrument or instruments of a substantially similar tenor executed
and delivered by the requisite number of Holders in accordance with the
provisions of this Article Seven.

         Section 7.02. Instruments. In order to be effective to take any
action under this Article Seven, an instrument shall (a) be in writing, (b)
express the action to be taken, (c) be executed by or on behalf of a Holder who
is such (i) if such instruments have been requested by the Company or the
Trustee pursuant to a written notice mailed to all Holders of the affected
series, on the date such notice is mailed or (ii) in any other case, on the
date the first instrument expressing such action is delivered to the Trustee,
and (d) indicate the principal amount of Debt Securities to which the
instrument relates. Each such instrument must be duly acknowledged or
witnessed. If such instrument is executed by a Person other than the Holder,
then such instrument shall include, or be


                                      55




accompanied by proof acceptable to the Trustee of, such Person's authority to
execute the instrument.

         The ownership of Debt Securities shall be proved by the Security
Register. The Trustee may accept such other proof or may require such
additional proof of any other matter referred to in this Section 7.02 as it
shall reasonably deem appropriate or necessary.

         Section 7.03. Determining Principal Amount of Outstanding Debt
Securities. In determining whether the Holders of the requisite principal
amount of Outstanding Debt Securities have given any authorization, demand,
direction, request, notice, waiver or consent or taken any other action under
this Indenture, Debt Securities owned by the Company or any other obligor on
the Debt Securities or any Affiliate of the Company or such other obligor shall
be disregarded and deemed not to be Outstanding, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
authorization, demand, direction, request, notice, waiver, consent or action,
only Debt Securities which a Responsible Officer of the Trustee actually knows
are so owned shall be disregarded. Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding for the purposes of this
Section 7.03 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee's right to vote such Debt Securities and that the pledgee is not
the Company or any other obligor upon the Debt Securities or any Affiliate of
the Company or such other obligor. In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

         For purposes of determining the principal amount of Outstanding Debt
Securities of any series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other action under this Indenture, (i) each
Original Issue Discount Security shall be deemed to have the principal amount
determined by the Trustee that could be declared to be due and payable pursuant
to the terms of such Original Issue Discount Security as of a date fixed by the
Trustee and (ii) each Debt Security denominated in a Foreign Currency or
composite currency shall be deemed to have the principal amount determined by
the Trustee by translating the principal amount of such Debt Security in the
currency in which such Debt Security is denominated into Dollars at the
applicable Exchange Rate as of a date fixed by the Trustee.

         Upon receipt of instruments representing the Holders of a sufficient
amount of Debt Securities to take the action stated thereon, the Trustee shall
promptly tabulate such instruments and deliver a report thereof to the Company.

         Section 7.04. Revocation by Holders of Consents to Action. At any
time prior to (but not after) the evidencing, to the Trustee, as provided in
Section 7.01, of the taking of any action by the Holders of the requisite
proportion of Outstanding Debt Securities of any series, any Holder of a Debt
Security that is


                                      56




shown by the evidence to be included among the Debt Securities whose Holders
consented to such action may, by filing written notice with the Trustee and
upon proof of holding as provided in Section 7.02, revoke such action so far as
concerns such Debt Security. Except as aforesaid, any such action taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder
and upon all future Holders of the same Debt Security and the Holder of every
Debt Security issued upon the transfer thereof or in exchange therefore or in
lieu thereof, irrespective of whether or not any notation in regard thereto is
made upon such Debt Security or any Debt Security issued in exchange or
substitution therefore.

                                   ARTICLE 8
                     MEETINGS OF HOLDERS OF DEBT SECURITIES

         Section 8.01. Purposes of Meetings. A meeting of Holders of any
series or of all series may be called at any time and from time to time
pursuant to the provisions of this Article 8 for any of the following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by Holders pursuant to any of the provisions of Article 6;

         (b) to remove the Trustee and nominate a successor trustee pursuant to
the provisions of, Article 10;

         (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 13.02; or

         (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Debt Securities
of any one or more or all series, as the case may be, under any other provision
of this Indenture or under applicable law.

Section 8.02. Call of Meetings by Trustee. The Trustee may at any time, and
shall upon receipt of a Board Resolution or written requests by the Holders of
at least 10% in aggregate principal amount of the Outstanding Debt Securities
of a series that may be affected by the action proposed to be taken (such Board
Resolution or written requests setting forth in reasonable detail the action
proposed to be taken at the meeting), call a meeting of the Holders of the Debt
Securities of all series that may be affected by the action proposed to be
taken. Such meeting shall be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the Holders of Debt Securities of a
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be mailed to such
Holders at their addresses as they shall appear on the Security Register as of
a record date


                                      57




determined by the Trustee in its reasonable discretion. Such notice shall be
mailed not less than 20 nor more than 60 days prior to the date fixed for the
meeting.

         Section 8.03. Call of Meetings by Company or Holders. If a meeting
of Holders has been duly requested by the Company or the Holders pursuant to
Section 8.02, and if the Trustee has not mailed the notice of such meeting
within 20 days after receipt of such request, then the Company or such Holders
may determine the time and the place for such meeting and may call such meeting
to take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

         Section 8.04. Qualifications for Voting. To be entitled to vote at
any meeting of Holders, a Person shall (a) be a Holder of one or more Debt
Securities of a series affected by the action proposed to be taken at such
meeting as of the date of the mailing of notice of such meeting or (b) be a
Person appointed by an instrument in writing as proxy by a Holder of one or
more of such Debt Securities who was a Holder of such Debt Securities as of the
date of the mailing of notice of such meeting. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         Section 8.05. Regulation of Meetings. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders, in regard to proof of the
holding of Debt Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 8.03, in which case the Company or
the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by majority vote of the meeting.

         Subject to the provisions of Section 7.03, at any meeting of Holders
of the Debt Securities of a series, each such Holder or such Holder's proxy
shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in any composite currency or a Foreign Currency) of Outstanding Debt
Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Debt Securities of such series held by him or instruments in
writing as aforesaid duly designating him as the Person to vote on behalf of
other Holders of the Debt


                                      5




Securities of such series. At any meeting of Holders duly called pursuant to
the provisions of Section 8.02 or 8.03, the presence of Persons holding or
representing Debt Securities in an aggregate principal amount sufficient to
take action upon the business for the transaction of which such meeting was
called shall be necessary to constitute a quorum, and any such meeting may be
adjourned from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

         Section 8.06. Voting. The vote upon any resolution submitted to any
meeting of the Holders of the Debt Securities of a series shall be written
ballots on which shall be subscribed the signatures of such Holders or their
representatives by proxy and the principal amounts of such Debt Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached
to said record the original reports of the inspectors of votes by ballot taken
thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 8.02. The record shall show the principal
amounts of the Debt Securities voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 8.07. No Delay of Rights by Meeting. Nothing contained in this
Article 8 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders of the Debt Securities of any series or by reason
of any right expressly or impliedly conferred hereunder to make any such call,
any hindrance or delay in the exercise of any right or rights or remedy or
remedies conferred upon or reserved to the Trustee or to such Holders under any
of the provisions of this Indenture or of such Debt Securities.

                                   ARTICLE 9
             REPORTS BY THE COMPANY AND THE TRUSTEE; HOLDERS' LISTS

         Section 9.01.  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


                                      59




Trust Indenture Act at the times and in the manner provided pursuant thereto.
If required by Section 313 (a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each May 15 following the date of this Indenture
deliver to Holders a brief report, dated as of such May 15, which complies with
the provisions of such Section 313(a).

         (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, if any, upon
which the Debt Securities are listed, with the Commission and with the Company.
The Company will promptly notify the Trustee when the Debt Securities are
listed on any stock exchange and of any delisting thereof.

         Section 9.02.  Reports by the Company.

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

         (b) Additional Information to be Filed with Trustee and Commission.
The Company will file with the Trustee and the Commission, in accordance with
rules and regulations prescribed by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required by such rules and regulations.

         (c) Reports to Holders. The Company will transmit to all Holders,
within 30 days after the filing thereof with the Trustee (unless some other
time shall be fixed by the Commission), in the manner and to the extent
provided in Section 9.01(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to the provisions of
Subsections (a) and (b) above as may be required by rules and regulations
prescribed from time to time by the Commission.

         (d) Notice to Trustee. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's


                                      60





receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 9.03.  Holders' Lists.

         (a) Names and Addresses of Holders. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee with respect to
the Debt Securities of each series for which it acts as Trustee:

                      (1) at least semiannually, within 10 days after each
         Regular Record Date with respect to such Debt Securities, a list in
         such form as the Trustee may reasonably require of the names and
         addresses of the Holders of such Debt Securities, as of such Record
         Date; and

                      (2) at such other times as the Trustee may request in
         writing, within 30 days after 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;

provided, however, that so long as the Trustee shall be the Security Registrar,
no such list need be furnished.

         (b) Trustee to Preserve Information. The Trustee will preserve, in as
current a form as is reasonably practicable, all information as to the names
and addresses of Holders so furnished or caused to be furnished to it by the
Company or received by it in its capacity as Paying Agent or Security
Registrar. The Trustee may (1) destroy any information furnished to it as
provided in Subsection (a) above upon receipt of new similar information so
furnished to it; and (2) destroy any information received by it as Paying Agent
or Security Registrar, but not until 45 days after a subsequent interest
payment shall have been made.

         (c) Trustee to Furnish Certain Information to Holders on Request.
Within five Business Days after receipt by the Trustee of a written application
by any three or more Holders (hereinafter referred to as the "applicants")
stating that such applicants desire to communicate with other Holders with
respect to their rights under this Indenture or under the Debt Securities, and
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, and by reasonable proof that each such
applicant has owned a Debt Security for a period of at least six months
preceding the date of such application, the Trustee shall, at its election,
either

                      (1) afford to such applicants access to all information
         furnished to, or received by, and preserved by, the Trustee pursuant
         to the provisions of this Section 9.03; or


                                      61



                      (2) inform such applicants as to the approximate number
         of Holders according to the most recent information so furnished to,
         or received by, and preserved by, the Trustee, and as to the
         approximate cost of mailing to such Holders the form of proxy or other
         communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address are contained in the information so
furnished to, or received by, and preserved by, the Trustee, a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of such mailing, unless, within five days after such tender, the Trustee shall
mail to such applicants and file with the Commission, together with a copy of
the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of
the Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of the objections specified in the
written statement so filed, or if, after the entry of an order sustaining one
or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all objections so sustained have been met, and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.

         Each and every Holder of a Debt Security, by receiving and holding the
same, agrees with the Company and the Trustee that none of the Company, the
Trustee or 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 in accordance with the provisions of this Subsection (c), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under this Subsection (c).

                                  ARTICLE 10
                             CONCERNING THE TRUSTEE

         Section 10.01. Acceptance of Trusts Upon Specified Conditions. The
Trustee accepts the trusts created by this Indenture upon the terms and
conditions hereof, including the following, to all of which the parties hereto
and the Holders from time to time of the Debt Securities agree:

                                      62




         (a) Trustee Entitled to Compensation and Expenses; Indemnification.
The Trustee shall be entitled to such compensation as is agreed upon in writing
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), and the Company agrees to pay such compensation, and all
other reasonable expenses (including the fees and expenses of Trustee's
counsel), disbursements and advances incurred or made by the Trustee hereunder,
promptly on demand from time to time as such services shall be rendered and as
such expenses shall be incurred. The Company also agrees to indemnify each of
the Trustee and any predecessor trustee hereunder for, and to hold it or them
harmless against, any loss, liability, claim, damage or expense incurred
without its or their own negligence or bad faith, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder and the performance of its or their duties, as well as the costs and
expenses of defending itself or themselves against any claim (whether asserted
by the Company, a Holder or any other Person) or liability in connection with
the exercise or performance of any of its or their powers or duties hereunder.
As security for the performance of the obligations of the Company under this
Subsection (a), the Trustee shall have a lien therefor on any moneys held by
the Trustee hereunder prior to any rights therein of the Holders. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 6.01(e) or Section 6.01(f), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law. Notwithstanding any provisions of this Indenture to the
contrary, the obligations of the Company to indemnify the Trustee under this
Section 10.01(a) shall survive any satisfaction and discharge under Article 11,
the termination of this Indenture or the resignation or removal of the Trustee.

         (b) Trustee May Act by Agents and Attorneys. The Trustee may execute
any of the trusts or powers hereof and perform any duty hereunder either
directly or by its agents and attorneys and shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.

         (c) Trustee Not Responsible for Recitals of Fact. The Trustee shall
not be responsible in any manner whatsoever for the correctness of the recitals
contained herein or in the Debt Securities (except its certificates of
authentication thereon), all of which are made by the Company solely; and the
Trustee shall not be responsible or accountable in any manner whatsoever for or
with respect to the validity or execution or sufficiency of this Indenture or
of the Debt Securities (except its certificates of authentication thereon), and
the Trustee makes no representation with respect thereto. The Trustee shall not
be accountable for the use or application by the Company of any Debt
Securities, or the proceeds of any Debt Securities, authenticated and delivered
by the Trustee in conformity with the provisions of this Indenture.


                                      63



         (d) Trustee May Consult With Counsel. The Trustee may consult with
counsel of its selection and, to the extent permitted by Section 10.02, the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered to be
taken by the Trustee hereunder in good faith and in accordance with such advice
or Opinion of Counsel.

         (e) Trustee May Rely Upon Certificate as to Adoption of Resolutions;
Requests May Be Evidenced by Officers' Certificate. The Trustee, to the extent
permitted by Section 10.02, may conclusively rely upon the certificate of the
Secretary or one of the Assistant Secretaries of the Company as to the adoption
of any resolution by the Board of Directors or stockholders of the Company, and
any request, direction, order or demand of the Company mentioned herein shall
be sufficiently evidenced by, and whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, offering or omitting any action hereunder, the
Trustee may conclusively rely upon, an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed).

         (f) Trustee May Become Owner or Pledgee of Debt Securities. The
Trustee or any agent of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities and, subject to Sections
10.06 and 10.09, may otherwise deal with the Company with the same rights it
would have had if it were not a Trustee or such agent.

         (g) Segregation of Funds. 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 in writing with the Company.

         (h) Action at Request of or with Consent of Holder Binding on Future
Holders. Any action taken by the Trustee pursuant to any provision hereof at
the request or with the consent of any Person who at the time is the Holder of
any Debt Security shall be conclusive and binding in respect of any such Debt
Security upon all future Holders thereof or of any Debt Security or Securities
that may be issued for or in lieu thereof in whole or in part, whether or not
such Debt Security shall have noted thereon the fact that such request or
consent had been made or given.

         (i) Trustee May Rely on Instruments Believed by It to Be Genuine.
Subject to the provisions of Section 10.02, the Trustee may conclusively rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture or other paper or document (whether in
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties.


                                      64



         (j) Trustee Need Not Exercise Rights or Powers Unless Indemnified by
Holders. Subject to the provisions of Section 10.02, the Trustee shall not be
under any obligation to exercise any of the rights or powers vested in it by
this Indenture at the request, order or direction of any Holders, pursuant to
any provision of this Indenture, unless one or more Holders shall have offered
to the Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred by it therein or thereby.

         (k) Trustee Not Liable for Action Taken or Omitted in Good Faith.
Subject to the provisions of Section 10.02, the Trustee shall not be liable for
any action taken or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred
upon it by this Indenture.

         (l) Trustee Not Bound to Make Investigation. Subject to the provisions
of the first paragraph of Section 10.02, 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, consent,
order, approval, bond, debenture or other paper or document.

         (m) Trustee Not Deemed to Have Knowledge of Default. Subject to the
provisions of Section 10.02, the Trustee shall not be deemed to have knowledge
or notice of any default or Event of Default unless a Responsible Officer of
the Trustee has actual knowledge thereof or unless the Holders of not less than
25% of the Outstanding Debt Securities of any series notify the Trustee in
writing thereof.

         Section 10.02. Duties of Trustee in Case of Default. If one or more
Events of Default with respect to the Debt Securities of any series shall have
happened, then, during the continuance thereof, the Trustee shall, with respect
to the Debt Securities of such series, exercise such of the rights and powers
vested in it by this Indenture, and shall 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.

         None of the provisions of this Indenture shall be construed as
relieving the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that, anything
contained in this Indenture to the contrary notwithstanding:

         (a) When No Default Subsisting. Unless and until an Event of Default
with respect to the Debt Securities of any series shall have happened, which at
the time is continuing,

                      (1) the Trustee undertakes to perform such duties and
         only such duties with respect to the Debt Securities of that series as
         are specifically set out in this Indenture, and no implied covenants or

                                      65



         obligations shall be read into this Indenture against the Trustee,
         whose duties and obligations shall be determined solely by the express
         provisions of this Indenture; and

                      (2) the Trustee may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         in the absence of bad faith on the part of the Trustee, upon
         certificates and opinions furnished to it pursuant to the express
         provisions of this Indenture; but in the case of any such certificates
         or opinions which, by the provisions of this Indenture, 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) Trustee Not Liable for Error of Judgment Made in Good Faith by
Responsible Officer. The Trustee shall not be liable to any Holder or to any
other Person for error of judgment made in good faith by a Responsible Officer
or Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

         (c) Trustee Not Liable for Certain Action or NonAction at Direction
of Holders of Majority of Debt Securities. The Trustee shall not be liable to
any Holder or to any other Person with respect to any action taken or omitted
to be taken by it in good faith, in accordance with the direction of Holders
given as provided in Section 6.06, relating to the time, method and place of
conducting any proceeding for any remedy available to it or exercising any
trust or power conferred upon it by this Indenture.

         None of the provisions of this Indenture shall be construed as
requiring the Trustee to expend or risk its own funds or otherwise to incur any
personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its right or remedies, if adequate indemnity
against such risk or liability is not reasonably assured to it.

         Section 10.03. Notice to Holders of Defaults. Within 90 days after the
occurrence thereof, the Trustee shall give to the Holders of the Debt
Securities of a series, as provided in Section 9.01(c), notice of each default
with respect to the Debt Securities of such series known to the Trustee, unless
such default shall have been cured before the giving of such notice (the term
"default" for the purposes of this Section 10.03 being hereby defined to be the
events specified in Section 6.01, which are, or after notice or lapse of time
or both would become, Events of Default as defined in said Section); but,
unless such default be the failure to pay the principal of (or premium, if any)
or interest on any of the Debt Securities of such series when and as the same
shall become due and payable, or to make any sinking fund payment as to Debt
Securities of the same series, the Trustee shall be protected in withholding
such notice, if and so long as the board of directors, the executive committee
or a trust committee of directors or Responsible Officers of


                                      66




the Trustee in good faith determines that the withholding of such notice is in
the interests of the Holders of the Debt Securities of such series.

         Section 10.04. Resignation and Removal of Trustee and Notice Thereof.
The Trustee, or any successor to it hereafter appointed, may at any time resign
and be discharged of the trusts hereby created with respect to any one or more
or all series of Debt Securities by giving to the Company notice in writing and
by mailing notice thereof to the Holders of the Debt Securities of such series
at their addresses as the same shall then appear in the Security Register. Such
resignation shall take effect upon the appointment of a successor Trustee by
the Company and the acceptance of such appointment by such successor Trustee.
Any Trustee hereunder may be removed with respect to any series of Debt
Securities at any time by the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of such series, acting pursuant to
the provisions of Article 7 or Article 8.

         Upon its resignation or removal, any Trustee shall be entitled to the
payment of reasonable compensation for the services rendered hereunder by such
Trustee and to the payment of all reasonable expenses incurred hereunder and
all moneys then due to it hereunder. The Trustee's rights to indemnification
provided in Section 10.01(a) shall survive its resignation or removal.

         Section 10.05. Qualifications of Trustee. There shall at all times
be a Trustee under this Indenture, and such Trustee shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State, which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by Federal or State
authority and which has a combined capital and surplus of not less than
$10,000,000. For the purposes of this Section 10.05, the combined capital and
surplus of any such Trustee shall be deemed to be the combined capital and
surplus as set forth in the most recent report of its condition published by
such Trustee; provided that such reports are published at least annually,
pursuant to law or to the requirements of a Federal or State supervising or
examining authority. If such Trustee or any successor shall at any time cease
to have the qualifications prescribed in this Section 10.05, it shall promptly
resign as Trustee hereunder.

         Section 10.06. Disqualification Of Trustee By Reason Of Conflicting
Interest. 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.

         Section 10.07. Appointment of Successor Trustee. In case at any time
the Trustee shall resign, or shall be removed (unless the Trustee shall be
removed as provided in Subsection (c) of Section 10.06, in which event the
vacancy shall be filled as provided in said Subsection), or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if any public
officer shall take charge or control of the Trustee or of its

                                      67




property of affairs for the purpose of rehabilitation, conservation or
liquidation with respect to the Debt Securities of one or more series, a
successor Trustee with respect to the Debt Securities of that or those series
(it being understood that any such successor Trustee may be appointed with
respect to the Debt 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 Debt Securities of
any series) may be appointed by the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of that or those series, by
an instrument or instruments in writing signed in duplicate by such Holders and
filed, one original thereof with the Company and the other with the successor
Trustee; but, until a successor Trustee shall have been so appointed by the
Holders of Debt Securities of that or those series as herein authorized, the
Company by Board Resolution, or, in case all or substantially all the assets of
the Company shall be in the possession of one or more custodians or receivers
lawfully appointed, or of trustees in bankruptcy or reorganization proceedings
(including a trustee or trustees appointed under the provisions of the Federal
bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the
case may be, by an instrument in writing, shall appoint a successor Trustee
with respect to the Debt Securities of such series. Subject to the provisions
of Section 10.04, 10.05 and 10.06, upon the appointment as aforesaid of a
successor Trustee with respect to the Debt Securities of any series, the
Trustee with respect of the Debt Securities of such series shall cease to be
Trustee hereunder. After any such appointment (other than by the Holders of
Debt Securities of that or those series) the person making such appointment
shall forthwith cause notice thereof to be mailed to the Holders of Debt
Securities of such series at their addresses as the same shall then appear on
the Security Register; but any successor Trustee with respect to the Debt
Securities of such series so appointed shall immediately and without further
act, be superseded by a successor Trustee appointed by the Holders of Debt
Securities of such series in the manner above prescribed, if such appointment
be made prior to the expiration of one year from the date of the mailing of
such notice by the Company, or by such receivers, trustees or assignees.

         If any Trustee with respect to the Debt Securities of one or more
series shall resign because of conflict of interest as provided in Section
10.06(a) and a successor Trustee shall not have been appointed by the Company
or by the Holders of the Debt Securities of such series or, if any successor
Trustee so appointed shall not have accepted its appointment within 30 days
after such appointment shall have been made, the resigning Trustee may apply at
the expense of the Company to any court of competent jurisdiction for the
appointment of a successor Trustee. If in any other case a successor Trustee
shall not be appointed pursuant to the foregoing provisions of this Section
10.07 within three months after such appointment might have been made
hereunder, the Holder of any Debt Security of the applicable series or any
retiring Trustee may, at the expense of the Company, apply to any court of
competent jurisdiction to appoint a

                                      68



successor Trustee. Such court may thereupon, in any such case, after such
notice, if any, as such court may deem proper, appoint a successor Trustee.

         Any successor Trustee appointed hereunder with respect to the Debt
Securities of one or more series shall execute, acknowledge and deliver to its
predecessor Trustee and to the Company, or to the receivers, trustees,
assignees or court appointing it, as the case may be, an instrument accepting
such appointment hereunder, and thereupon such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations with respect to such
series of such predecessor Trustee with like effect as if originally named as
Trustee hereunder, and such predecessor Trustee, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to pay over,
and such successor Trustee shall be entitled to receive, all moneys and
properties held by such predecessor Trustee as Trustee hereunder. Nevertheless,
on the written request of the Company or of the successor Trustee or of the
Holders of at least 10% in aggregate principal amount of the Outstanding Debt
Securities of such series, such predecessor Trustee, upon payment of its said
charges and disbursements, shall execute and deliver an instrument transferring
to such successor Trustee upon the trusts herein expressed all the rights,
powers and trusts of such predecessor Trustee and shall assign, transfer and
deliver to the successor Trustee all moneys and properties held by such
predecessor Trustee; and, upon request of any such successor Trustee, the
Company shall make, execute, acknowledge and deliver any and all instruments in
writing for more fully and effectually vesting in and confirming to such
successor Trustee all such authority, rights, powers, trusts, immunities,
duties and obligations.

         Section 10.08. Merger, Conversion or Consolidation of Trustee or
Transfer of Its Corporate Trust Business; Authentication of Debt Securities by
Successor Trustee. Any corporation into which the Trustee or any successor to
it in the trusts created by this Indenture shall be merged or converted, or any
corporation with which it or any successor to it shall be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee or any such successor to it shall be a party, or any corporation to
which the Trustee or any successor to it shall sell or otherwise transfer all
or substantially all of the corporate trust business of the Trustee, shall be
the successor Trustee under this Indenture without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
at the time such successor to the Trustee shall succeed to the trusts created
by this Indenture with respect to one or more series of Debt Securities, any of
such Debt Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Debt Securities so authenticated; and in
case at that time any of the Debt Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Debt Securities either in
the name of any predecessor Trustee hereunder or in the name of the successor
Trustee; and in all such cases such

                                      69



certificates shall have the full force which it is anywhere in the Debt
Securities or in this Indenture provided that the certificate of the Trustee
shall have.

         Section 10.09. Trustee Required to Account for Amounts Collected As
Creditor of the Company Under Certain Conditions. If and when the Trustee shall
be or become a creditor of the Company (or any other obligor upon the Debt
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 10.10. Trustee May Rely on Officers' Certificate. Subject to
Section 10.02, and subject to the provisions of Section 14.03 with respect to
the certificates required thereby, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate with respect thereto delivered to the Trustee, and such
Officers' Certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered to be taken or omitted by it under the provisions of this Indenture
upon the faith thereof.

                                  ARTICLE 11
                           SATISFACTION AND DISCHARGE

         Section 11.01. Discharge of Indenture Upon Payment of Debt
Securities. If and when the principal of (and premium, if any) and interest on
all the Outstanding Debt Securities and all other sums due hereunder shall have
been fully paid, this Indenture shall cease and terminate, and, upon receipt of
a Company Request accompanied by the Officers' Certificate and Opinion of
Counsel required by Section 14.03, and upon proof being given to the reasonable
satisfaction of the Trustee that all the Debt Securities have been paid or
satisfied, and upon payment of the costs, charges and expenses incurred or to
be incurred by the Trustee in relation thereto or in carrying out the
provisions of this Indenture, the Trustee shall cancel this Indenture and
execute and deliver to the Company such instruments as shall be requisite and
provided to it to evidence the satisfaction hereof.

         If at any time no Debt Securities have been issued and authenticated
or if all previously issued and authenticated Debt Securities have been
cancelled or delivered to the Trustee for cancellation, upon receipt of a
Company Request accompanied by the Officers' Certificate and Opinion of Counsel
required by Section 14.03, and upon payment of the costs, charges and expenses
incurred or to be incurred by the Trustee in relation thereto or in carrying
out the provisions of this Indenture, the Trustee shall cancel this Indenture
and execute and deliver to


                                      70




the Company such instruments as shall be requisite and provided to it to
evidence the satisfaction hereof.

         Section 11.02. Discharge of Indenture Upon Deposit of Moneys. If, at
the Maturity of the Debt, Securities of any series, the Company shall deposit
with the Trustee, in trust for the benefit of the Holders thereof, funds
sufficient to pay the principal of (and premium, if any) and interest on all of
the Outstanding Debt Securities of such series, and shall pay all costs,
charges and expenses incurred or to be incurred by the Trustee in relation
thereto or in carrying out the provisions of this Indenture, the Trustee, upon
receipt of a Company Request accompanied by the Officers' Certificate and
Opinion of Counsel required by Section 14.03, shall cancel and satisfy this
Indenture. The Trustee shall apply the moneys so deposited to the payment to
the Holders of the Debt Securities of such series of all sums due thereon for
principal (and premium, if any) and interest.

         Section 11.03. Discharge of Certain Indebtedness Upon Deposit of
Moneys. If this Section 11.03 is specified in the manner contemplated by
Section 3.01 to be applicable to Debt Securities of any series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all
Outstanding Debt Securities of such series if the Company shall (a) deposit
with the Trustee, in trust for the benefit of the Holders thereof, (1) funds
sufficient to pay or (2) such amount of Government Obligations as will or will
together with the income thereon, without consideration of any reinvestment
thereof, be sufficient to pay the principal of (and premium, if any) and
interest on the Debt Securities of such series, as such payments shall become
due from time to time, and (b) pay or make arrangements satisfactory to the
Trustee for paying all costs, charges and expenses incurred by the Trustee in
relation thereto or in carrying out the provisions of this Indenture in
relation thereto, then this Indenture shall cease to be of further effect with
respect to Debt Securities of such series (except as to (i) rights of
registration of transfer, substitution and exchange of Debt Securities of such
series, (ii) rights of Holders to receive payments of the principal of (and
premium, if any) and interest on the Debt Securities of such series as such
payments shall become due from time to time and other rights, duties and
obligations of Holders as beneficiaries hereof with respect to the amounts so
deposited with the Trustee, (iii) provisions, if any, applicable to such series
relating to optional redemption and Mandatory and Optional Sinking Fund
Payments and (iv) the rights, obligations and immunities of the Trustee
hereunder (for which purposes the Debt Securities of such series shall be
deemed Outstanding)), and the Company shall have no further obligations or
liability with respect to any Debt Securities of such series.

         In any such case the Trustee, upon receipt of a Company Request
accompanied by the Officers' Certificate and Opinion of Counsel required by
Section 14.03, shall execute and deliver to the Company such instruments as
shall be requisite and provided to it to evidence the satisfaction thereof with
respect to Debt Securities of such series. The Trustee shall apply the amounts
so deposited and the proceeds thereof to the payment to the Holders of the Debt
Securities of

                                      71



such series of all sums due thereon for principal (and premium, if any) and
interest.

         Section 11.04. Termination of Certain Obligations Upon Deposit of
Moneys. If this Section 11.04 is specified in the manner contemplated by
Section 3.01 to be applicable to Debt Securities of any series, the Company's
obligations on all Debt Securities of such Series shall be deemed to be
terminated on the 91st day after the Company deposits with the Trustee, in
trust for the benefit of the Holders thereof, (a) funds sufficient to pay, or
(b) such amount of Government Obligations as will or will together with the
income thereon, without consideration of any reinvestment thereof, be
sufficient, in the opinion of a firm of independent certified public
accountants, to pay the principal of (and premium, if any) and interest on all
of the Debt Securities of such series, as such payments shall become become due
from time to time; provided, however, that no Event of Default under Section
6.01(e) or (f) or event which, with notice or lapse of time or both, would
constitute such an Event of Default, shall have occurred and be continuing on
such date; and provided further that such termination shall not relieve the
Company of its obligations under the Debt Securities of such series and this
Indenture to pay when due the principal of (and premium, if any) and interest
on the Debt Securities of such series if not paid (or considered paid) when due
from the funds and Government Obligations (and the income thereon) so
deposited. Notwithstanding the termination of any obligations of the Company in
accordance with this Section 1104, the Company's rights and obligations under
Sections 3.05, 3.06, 5.01, 5.02, 5.03, 9.03, 10.01, 10.04, 11.05 and 11.06, and
provisions, if any, applicable to such series relating to optional redemption
and Mandatory and Optional Sinking Fund Payments, shall survive until the Debt
Securities of such series are no longer Outstanding. Thereafter the Company's
rights and obligations under Sections 10.01, 11.05 and 11.06 shall survive such
satisfaction and discharge.

         After a deposit as provided herein, the Trustee, upon receipt of a
Company Request, shall acknowledge in writing the discharge of the Company's
obligations under this Indenture with respect to Debt Securities of a
particular series except for `those surviving obligations specified above. The
Trustee shall apply the amounts so deposited and the proceeds thereof to the
payment to the Holders of the Debt Securities of such series of all sums due
thereon for principal (and premium, if any) and interest.

         Section 11.05. Certain Deposits With The Trustee To Be Held In
Escrow. Any deposits with the Trustee referred to in Section 11.03 or 11.04
shall be irrevocable (except to the extent provided in Section 11.06) and shall
be made under the terms of an escrow trust agreement in form and substance
satisfactory to the Trustee. If any Outstanding Debt Securities of a series are
to be redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any Mandatory or Optional Sinking
Fund Payments, the applicable escrow trust agreement shall provide therefore,
and the Company shall make such arrangements as are satisfactory to the Trustee
for the

                                      72



giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company. The agreement shall provide that, upon satisfaction of
any Mandatory Sinking Fund Payments, whether by deposit of funds, application
of proceeds of deposited Government Obligations or, if permitted, by delivery
of Debt Securities, the Trustee shall pay or deliver over to the Company as
excess funds pursuant to Section 11.06 all funds or obligations then held under
the agreement and allocable to the Mandatory Sinking Fund Payments so
satisfied.

         If Debt Securities of a series with respect to which such deposits are
made may be subject to later redemption at the option of the Company or
pursuant to Optional Sinking Fund Payments, the applicable escrow trust
agreement may, at the option of the Company, provide therefore. In the case of
an optional redemption in whole or in part, such agreement shall require the
Company to deposit with the Trustee on or before the date on which notice of
redemption is given funds sufficient to pay the Redemption Price of the Debt
Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver
over to the Company as excess funds pursuant to Section 11.06 all funds or
obligations then held under such agreement and allocable to the Debt Securities
to be redeemed. In the case of exercise of Optional Sinking Fund Payment rights
by the Company, such agreement may, at the option of the Company, provide that
upon deposit by the Company with the Trustee of funds pursuant to such exercise
the Trustee shall pay or deliver over to the Company as excess funds pursuant
to Section 11.06 all funds or obligations then held under such agreement for
such series and allocable to the Debt Securities to be redeemed.

         Section 11.06. Repayment To Company. The Trustee and any Paying Agent
shall promptly pay or return to the Company upon Company Request any money or
Government Obligations held by them at any time that are not required for the
payment of the principal of (and premium, if any) and interest on the Debt
Securities of any series for which money or Government Obligations have been
deposited, including any such money or Government Obligations held by the
Trustee under any escrow trust agreement entered into pursuant to Section
11.05.

         The provisions of the last paragraph of Section 5.03 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or Government Obligations have been deposited
pursuant to Article Eleven.

         Section 11.07. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money and/or Government Obligations deposited in trust in
accordance with Section 11.03 or 11.04 by reason of any legal proceeding or by
reason of any order or judgment of any court or Governmental Authority
enjoining, restraining or otherwise prohibiting such application (including any
such order or judgment requiring the payment of such money and/or Government
Obligations to the Company), the Company's obligations under this Indenture and

                                      73




the Debt Securities shall be revived and reinstated as of such date, until such
time as the Trustee or such Paying Agent is permitted to apply all such money
and/or Government Obligations in accordance with Section 11.03 or 11.04, as the
case may be; provided, however, that if the Company has made any payment of the
principal of (or premium, if any) or interest on any Debt Securities because of
the reinstatement of its obligations, the Company shall be entitled to receive
the aggregate amount of such payments from the Trustee or such Paying Agent as
excess funds pursuant to Section 11.06. In the event that for any reason the
Trustee or such Paying Agent is unable to pay any such amount pursuant to
Section 11.06, the Company shall be subrogated to the rights of the Holders of
such Debt Securities to receive such payments from the money and/or Government
Obligations held by the Trustee or such Paying Agent pursuant to Section 11.05.

         Section 11.08. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited Government Obligations or the
principal or interest received. on such Obligations.

         Section 11.09. Deposits of Foreign Currencies. Notwithstanding the
foregoing provisions of this Article 11, if the Debt Securities of any series
are payable in a Foreign Currency, the coin or currency or currency unit or the
nature of the government obligations to be deposited with the Trustee under the
foregoing provisions of this Article 11 shall be as set forth in the Officers'
Certificate or established in the supplemental indenture under which the Debt
Securities of such series are issued.

                                  ARTICLE 12
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

          Section 12.01. Liability Solely Corporate. No recourse shall be had
for the payment of the principal of (or premium, if any) or interest on any
Debt Security or for any claim based thereon or otherwise in respect thereof or
of the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Indenture and the Debt
Securities are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, because of the incurring of the indebtedness hereby authorized or
under or by reason of any of the

                                      74



obligations, covenants, promises or agreements contained in this Indenture or
in any of the Debt Securities or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Debt Securities
and as a condition of, and as part of the consideration for, the execution of
this Indenture and the issue of the Debt Securities, expressly waived and
released.

                                  ARTICLE 13
                            SUPPLEMENTAL INDENTURES

         Section 13.01. Without Consent of Holders, Company and Trustee May
Enter Into Supplemental Indentures For Specified Purposes. The Company 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
one or more or all of the following purposes:

         (a) to add to the covenants and agreements of the Company, to be
observed thereafter and during the period, if any, in such supplemental
indenture or indentures expressed, and to add Events of Default, in each case
for the protection or benefit of the Holders of all or any series of the Debt
Securities (and if such covenants, agreements and Events of Default are to be
for the benefit of fewer than all series of Debt Securities, stating that such
covenants, agreements and Events of Default are expressly being included for
the benefit of such series as shall be identified therein);

         (b) to evidence and provide for the acceptance of appointment-
hereunder by a successor trustee with respect to the Debt Securities of one or
more series;

         (c) to evidence the succession of another corporation to the Company,
or successive successions, and the assumption by a successor, transferee or
lessee corporation of the covenants and obligations of the Company contained in
the Debt Securities of one or more series and in this Indenture or any
supplemental indenture;

         (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any indenture supplemental hereto which may be defective
or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provision in regard to matters or
questions arising under this Indenture which the Board of Directors may deem
necessary or desirable and which shall not materially adversely affect the
interests of the Holders of the Debt Securities;

         (e) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Debt Securities any property or assets which the Company may
be

                                      75



required to convey, transfer, assign, mortgage or pledge in accordance with
the provisions of Section 5.04;

         (f) to prohibit the authentication and delivery of additional
series of Debt Securities;

         (g) to establish the forms and terms of the Debt Securities of any
series as permitted in Sections 2.01, 2.02 and 3.01 and to delete or modify any
Events of Default with respect to such Debt Securities, or to authorize the
issuance of additional Debt Securities of a series previously authorized or to
add to the conditions, limitations or restrictions on the authorized amount,
terms or purposes of issue, authentication or delivery of the Debt Securities
of any series, as herein set forth, or other conditions, limitations or
restrictions thereafter to be observed; and

         (h) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to effect or maintain the qualification of
this Indenture under the Trust Indenture Act.

         Subject to the provisions of Section 13.03, the Trustee is authorized
to join with the Company in the execution of any such supplemental indenture,
to make the further agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property or assets thereunder.

         Any supplemental indenture authorized by the provisions of this
Section 13.01 may be executed by the Company and the Trustee without the
consent of the Holders of any of the Outstanding Debt Securities,
notwithstanding any of the provisions of Section 13.02.

         Section 13.02. Modification of Indenture by Supplemental Indenture
With Consent of Holders. With the consent (evidenced as provided in Article
Seven) of the holders of not less than a majority in aggregate principal amount
of the Debt Securities at the time Outstanding which are affected by such
indenture supplemental hereto (voting as a single class), the Company, when
authorized by a resolution of the Board of Directors, and the Trustee may from
time to time and at any time 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 any supplemental
indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series to be affected; provided, however, that no such
supplemental indenture shall (a) extend the Stated Maturity of any Debt
Security, or reduce the rate or extend the time of payment of interest thereon,
or reduce the amount of the principal thereof, or reduce any premium payable
upon the redemption thereof, or reduce the amount of the principal of any
Original Issue Discount Security that would be due and payable upon a
declaration of the acceleration of the Maturity thereof pursuant to Section
6.02 or make the principal thereof or interest or


                                      76




premium thereon payable in any coin or currency other than that provided in the
Debt Securities, or impair the right to institute suit for the enforcement of
any such payment on or after the Maturity thereof as provided in Section 6.07,
without the consent of the Holder of each Debt Security so affected, or (b)
reduce the aforesaid percentage of Debt Securities of any series, the Holders
of which are required to consent to any such supplemental indenture, without
the consent of the Holders of all the Debt Securities then Outstanding or (c)
modify, without the written consent of the Trustee, the rights, duties or
immunities of the Trustee.

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

         It shall not be necessary for the consent of the Holders under this
Section 13.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 13.02, the
Company shall mail a notice, setting forth in general terms the substance of
such supplemental indenture, to the Holders of Debt Securities at their
addresses as the same shall then appear in the Security Register. Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

         Section 13.03.  Trustee to Join in Execution of Supplemental
Indenture. Upon receipt of a Company Request accompanied by the Officers'
Certificate and Opinion of Counsel required by Section 14.03 and by

         (a) a supplemental indenture duly executed on behalf of the Company;

         (b) a copy of a Board Resolution, certified by the Secretary or an
Assistant Secretary of the Company, authorizing the execution of said
supplemental indenture;

         (c) an Opinion of Counsel, stating that said supplemental indenture
complies with, and that the execution thereof is authorized or permitted by,
the provisions of this Indenture; and

         (d) if said supplemental indenture shall be executed pursuant to
Section 13.02, evidence (as provided in Article 7) of the consent thereto of
the Holders required to consent thereto as in Section 13.02 provided;



                                      77




then the Trustee shall join with the Company in the execution of said
supplemental indenture unless said supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into said supplemental indenture.

         Section 13.04.  Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article 13,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and, except as herein otherwise expressly provided, the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of all of the Debt
Securities or of the Debt Securities of any series affected, as the case may
be, shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         Section 13.05. Matters Provided for in Supplemental Indenture May
Be Noted on Debt Securities, or New Debt Securities Appropriately Modified May
Be Issued in Exchange for Outstanding Debt Securities. Debt Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Thirteen may bear a notation in a
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debt
Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Debt Securities then Outstanding in
equal aggregate principal amounts, and such exchange shall be made without cost
to the Holders of the Debt Securities.

         Section 13.06. Supplemental Indentures to Conform to Trust Indenture
Act. Every supplemental indenture executed pursuant to the provisions of this
Article Thirteen shall conform to the requirements of the Trust Indenture Act.

                                  ARTICLE 14
                       PROVISIONS OF GENERAL APPLICATION

         Section 14.01. Consolidation, Merger, Sale or Lease. Subject to the
provisions of Section 5.05, nothing contained in this Indenture or in the Debt
Securities shall be deemed to prevent the consolidation or merger of the
Company with or into any other corporation, or the merger into the Company of
any other corporation, or the sale or lease by the Company of its property and
assets as, or substantially as, an entirety, or otherwise.


                                      78





         Upon any consolidation or merger, or any sale other than for cash or
lease of all or substantially all of the assets of the Company in accordance
with the provisions of Section 5.05, the corporation formed by such
consolidation or into which the Company shall have been merged or to which such
sale or lease shall have been made shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter from time to time such corporation may exercise each and every
right and power of the Company under this Indenture, in the name of the Company
or in its own name; and any act or proceeding by any provision of this
Indenture required or permitted to be done by the Board of Directors or any
officer of the Company may be done with like force and effect by the like board
or officer of any corporation that shall at the time be the successor of the
Company hereunder. In the event of any such sale or conveyance, but not any
such lease, the Company (or any successor corporation which shall theretofore
have become such in the manner described in Section 5.05) shall be discharged
from all obligations and covenants under the Indenture and the Debt Securities
and may thereupon be dissolved and liquidated.

         Section 14.02. Benefits of Indenture. Nothing in this Indenture or
in the Debt Securities, express or implied, is intended, or shall be construed,
to confer upon, or to give to, any Person other than the parties hereto and
their successors and the Holders of Debt Securities any right, remedy or claim
under or by reason of this Indenture or any covenant, condition, stipulation,
promise or agreement hereof or herein, and all covenants, conditions,
stipulations, promises and agreements hereof and herein shall be for the sole
and exclusive benefit of the parties hereto and their successors and of the
Holders of the Debt Securities.

         Section 14.03. Evidence of Compliance with Conditions Precedent;
Form of Documents Delivered to Trustee. As evidence of compliance with the
conditions precedent provided for in this Indenture (including any covenants,
compliance with which constitutes a condition precedent) which relate to the
satisfaction and discharge of this Indenture or to any other action to be taken
by the Trustee upon Company Order or Request, the Company will furnish to the
Trustee an Officers' Certificate, stating that such conditions precedent have
been complied with, and an Opinion of Counsel stating that, in the opinion of
such counsel, such conditions precedent have been complied with.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that each individual making such certificate or opinion has read such
condition or covenant; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
each such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such condition or covenant has been complied with; and (4) a statement as to
whether or not, in the opinion of each such individual, such condition or
covenant has been complied with.



                                      79




         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 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 officer or counsel knows 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.

         Notwithstanding any provision of this Indenture authorizing the
Trustee conclusively to rely upon any certificates or opinions, the Trustee
before granting any application by the Company or taking or refraining from
taking any other action in reliance thereon, may require any further evidence
or make any further investigation as to the facts or matters stated therein
which it may, in good faith, deem reasonable in the circumstances, and in
connection therewith the Trustee may examine or cause to be examined the
pertinent books, records and premises of the Company or of any Subsidiary; and
the Trustee shall, in any such case, require such further evidence or make.
such further investigation as may be requested by the Holders of a majority in
principal amount of the Debt Securities then Outstanding; provided that, if
payment to the Trustee of the costs, expenses and liabilities likely to be
incurred by it in making such investigation is not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee before making such investigation may require reasonable indemnity
against such costs, expenses or liabilities. Any further evidence that may be
requested by the Trustee pursuant to any of the provisions of this paragraph
shall be furnished by the Company at its own expense, and any cost, expenses
and liabilities incurred by the Trustee pursuant to any of the provisions of
this paragraph shall be paid by the Company, or, if paid by the Trustee, shall
be repaid by the Company, upon demand, with interest at the lowest rate borne
by the Debt Securities of any series, but in no event less than 5%, and, until
such repayment, shall be secured by a lien on any moneys held by the Trustee
hereunder prior to any rights therein of the Holders of Debt Securities.


                                      80





         Section 14.04. Conflict with Trust Indenture Act. If any provision
of this Indenture limits, qualifies or conflicts with another provision
included in this Indenture which is required to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required provision
shall control.

         Section 14.05. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or action of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,

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

                      (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at Two Limited Parkway,
         Columbus, Ohio 43216, attention: Chief Financial Officer, or at any
         other address previously furnished in writing to the Trustee by the
         Company. Any request, demand, authorization, direction, notice,
         consent or waiver addressed as provided in this subsection (2) and
         given by firstclass mail, postage prepaid, shall be conclusively
         presumed given when mailed.

         Section 14.06. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) 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.
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.

         If, in the event of suspension of regular mail service or for any
other reason, 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 14.07. Effect of Headings and Table of Contents. The Article,
Section and Subsection headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


                                      81





         Section 14.08. 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 14.09. Separability Clause. In case any provision in this
Indenture or in the Debt 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 14.10. Governing Law. This Indenture and the Debt Securities
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflicts of laws principles thereof.

         Section 14.11. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Debt Security shall not
be a Business Day at any Place of Payment for such Debt Security, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payments of principal (and premium, if any) and interest 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, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to the date of such payment.

         Section 14.12. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


                                      82




         IN WITNESS WHEREOF, LIMITED BRANDS, INC. has caused this Indenture to
be executed in its corporate name by one of its officers thereunto duly
authorized and THE BANK OF NEW YORK has caused this Indenture to be executed in
its corporate name by one of its officers thereunto duly authorized all as of
the date first above written.


                                     LIMITED BRANDS, INC.


                                     By /s/ V. Ann Hailey
                                       ----------------------------------------
                                       Name:  V. Ann Hailey
                                       Title: Executive Vice President &
                                              Chief Financial Officer


                                     THE BANK OF NEW YORK


                                     By /s/ Joseph A. Lloret
                                       ----------------------------------------
                                       Name:  Joseph A. Lloret
                                       Title: Assistant Treasurer


                                      83


                               ANNEX A -- Form of
                            Regulation S Certificate

                            REGULATION S CERTIFICATE

                  (For transfers pursuant to Section 3.05(b)(i)
                                of the Indenture)


The Bank of New York
 as Security Registrar
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn: Corporate Trust Administration


    Re: Notes due ..... of Limited Brands, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of February 19, 2003 (the
"Indenture"), between Limited Brands, Inc. (the "Company") and The Bank of New
York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act") are used herein as so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so.
Such beneficial owner or owners are referred to herein collectively as the
"Owner". If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Regulation S


                                      A-1




Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

         (1) Rule 904 Transfers. If the transfer is being effected in accordance
     with Rule 904:

               (A) the Owner is not a distributor of the Securities, an
         affiliate of the Company or any such distributor or a person acting on
         behalf of any of the foregoing;

               (B) the offer of the Specified Securities was not made to a
         person in the United States;

               (C) either:

                   (i) at the time the buy order was originated, the Transferee
               was outside the United States or the Owner and any person acting
               on its behalf reasonably believed that the Transferee was
               outside the United States, or

                   (ii) the transaction is being executed in, on or through the
               facilities of the Eurobond market, as regulated by the
               Association of International Bond Dealers, or another designated
               offshore securities market and neither the Owner nor any person
               acting on its behalf knows that the transaction has been
               prearranged with a buyer in the United States;

               (D) no directed selling efforts have been made in the United
         States by or on behalf of the Owner or any affiliate thereof;

               (E) if the Owner is a dealer in securities or has received a
         selling concession, fee or other remuneration in respect of the
         Specified Securities, and the transfer is to occur during the
         Restricted Period, then the requirements of Rule 904(c)(1) have been
         satisfied; and

               (F) the transaction is not part of a plan or scheme to evade the
         registration requirements of the Securities Act.

         (2) Rule 144 Transfers. If the transfer is being effected pursuant to
     Rule 144:


                                      A-2





               (A) the transfer is occurring after a holding period of at least
         one year (computed in accordance with paragraph (d) of Rule 144) has
         elapsed since the Specified Securities were last acquired from the
         Company or from an affiliate of the Company, whichever is later, and
         is being effected in accordance with the applicable amount, manner of
         sale and notice requirements of Rule 144; or

               (B) the transfer is occurring after a holding period of at least
         two years has elapsed since the Specified Securities were last
         acquired from the Company or from an affiliate of the Company,
         whichever is later, and the Owner is not, and during the preceding
         three months has not been, an affiliate of the Company.


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned, as such term is defined in the
         second paragraph of this certificate.)



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

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)



                                      A-3




                         ANNEX B -- Form of Restricted
                             Securities Certificate



                        RESTRICTED SECURITIES CERTIFICATE

          (For transfers pursuant to Section 3.05(b)(ii), (iii) and (v)
                                of the Indenture)



The Bank of New York
  as Security Registrar
101 Barclay Street, Floor 21 West
New York, New York  10286
Attn: Corporate Trust Administration



    Re: Notes due ..... of Limited Brands, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of February 19, 2003 (the
"Indenture"), between Limited Brands, Inc. (the "Company") and The Bank of New
York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act") are used herein as so defined.

         This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so.
Such beneficial owner or owners are referred to herein collectively as the
"Owner". If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.


                                      B-1





         The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

               (A) the Specified Securities are being transferred to a person
         that the Owner and any person acting on its behalf reasonably believe
         is a "qualified institutional buyer" within the meaning of Rule 144A,
         acquiring for its own account or for the account of a qualified
         institutional buyer; and

               (B) the Owner and any person acting on its behalf have taken
         reasonable steps to ensure that the Transferee is aware that the Owner
         may be relying on Rule 144A in connection with the transfer; and


                                      B-2






         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned, as such term is defined in the
         second paragraph of this certificate.)



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

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)


                                      B-3







                        ANNEX C -- Form of Unrestricted
                             Securities Certificate


                       UNRESTRICTED SECURITIES CERTIFICATE

        (For removal of Securities Act Legends pursuant to Section 3.05(c)
                               of the Indenture)

The Bank of New York
  as Security Registrar
101 Barclay Street, Floor 21 West
New York, New York  10286
Attn: Corporate Trust Administration



   Re: Notes due ..... of Limited Brands, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of February 19, 2003 (the
"Indenture"), between Limited Brands, Inc. (the "Company") and The Bank of New
York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act") are used herein as so defined.

         This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s). ___________________________

         CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so.
Such beneficial owner or owners are referred to herein collectively as the
"Owner". If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that
the


                                      C-1





exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and
other jurisdictions.


                                      C-2




         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.



   Dated:
         ------------------------
         (Print the name of the Undersigned, as such term is defined in the
         second paragraph of this certificate.)



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

         (If the Undersigned is a corporation, partnership or fiduciary, the
         title of the person signing on behalf of the Undersigned must be
         stated.)




                                      C-3

Exhibit 5

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, N.Y. 10017
212-450-4000

April 18, 2003

Limited Brands, Inc.
Three Limited Parkway
Columbus, Ohio 43216

Ladies and Gentlemen:

     We have acted as special counsel to Limited Brands, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offer (the “Exchange Offer”) to exchange its 6.95% Exchange Debentures due 2033 (the “New Securities”) for any and all of its outstanding 6.95% Debentures due 2033 (the “Old Securities”).

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

     Upon the basis of the foregoing, we are of the opinion that the New Securities, when duly executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, will be valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Exchange Offer. We also consent to the reference to us under the caption “Legal Matters” in the Prospectus contained in such Registration Statement.

     This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent except that The Bank of New York, as Exchange Agent for the Exchange Offer, may rely upon this opinion as if it were addressed directly to it.

Exhibit 12

Limited Brands, Inc.
Ratio of Earnings to Fixed Charges
(in thousands)

		2002			2001			2000			1999			1998
Earnings
Pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees	$	845,307		$	956,255		$	818,345		$	858,641		$	2,420,184
Portion of minimum rent representative of interest		166,712			164,609			167,000			174,010			178,670
Interest on indebtedness		29,559			33,960			58,244			78,297			68,528
Total Earnings as Adjusted	$	1,041,578		$	1,154,824		$	1,043,589		$	1,110,948		$	2,667,382
Fixed Charges
Interest on indebtedness	$	29,559		$	33,960		$	58,244		$	78,297		$	68,528
Portion of minimum rent representative of interest		166,712			164,609			167,000			174,010			178,670
Total Fixed Charges	$	196,271		$	198,569		$	225,244		$	252,307		$	247,198
Ratio of Earnings to Fixed Charges		5.31			5.82			4.63			4.40			10.79

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Limited Brands, Inc. of our report dated February 27, 2003 relating to the financial statements, which appears in the Limited Brands’ 2002 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended February 1, 2003. We also consent to the reference to us under the heading“Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP         

Columbus, Ohio
April 17, 2003

                                                                     EXHIBIT 25


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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            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) [ ]

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

                              THE BANK OF NEW YORK

              (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)

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

                              LIMITED BRANDS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    31-1029810
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

Three Limited Parkway
P.O. Box 16000
Columbus, Ohio                                              43216
(Address of principal executive offices)                    (Zip code)

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

                       6.95% Exchange Debentures due 2033
                      (Title of the indenture securities)

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





1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

- -------------------------------------------------------------------------------
                       Name                                 Address
- -------------------------------------------------------------------------------
     Superintendent of Banks of the State of    2 Rector Street, New York, N.Y.
     New York                                   10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York           33 Liberty Plaza, New York, N.Y.
                                                10045

     Federal Deposit Insurance Corporation      Washington, D.C. 20429

     New York Clearing House Association        New York, New York 10005

     (b)  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.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)


                                      -2-



     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.




                                      -3-



                                   SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 11th day of April, 2003.


                                             THE BANK OF NEW YORK


                                             By: /S/ MARY LAGUMINA
                                                -------------------------------
                                                Name:  MARY LAGUMINA
                                                Title: VICE PRESIDENT





                                                                      EXHIBIT 7


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

                      Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2002, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                                Dollar Amounts
ASSETS                                                            In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..            $ 4,706,760
   Interest-bearing balances...........................              4,418,381
Securities:
   Held-to-maturity securities.........................                954,049
   Available-for-sale securities.......................             16,118,007
Federal funds sold in domestic offices.................                460,981
Securities purchased under agreements to
   resell..............................................                837,242
Loans and lease financing receivables:
   Loans and leases held for sale......................                765,097
   Loans and leases, net of unearned
     income.........................31,906,960
   LESS: Allowance for loan and
     lease losses......................798,223
   Loans and leases, net of unearned
     income and allowance..............................             31,108,737
Trading Assets.........................................              6,969,387
Premises and fixed assets (including capitalized
   leases).............................................                823,932
Other real estate owned................................                    660
Investments in unconsolidated subsidiaries and
   associated companies................................                238,412
Customers' liability to this bank on acceptances
   outstanding.........................................                307,039
Intangible assets......................................
   Goodwill............................................              2,003,150
   Other intangible assets.............................                74,880
Other assets...........................................              5,161,558
                                                                   -----------
Total assets...........................................            $74,948,272
                                                                   ===========





LIABILITIES
Deposits:
   In domestic offices.................................            $33,108,526
   Noninterest-bearing.......................13,141,240
   Interest-bearing..........................19,967,286
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................             22,650,772
   Noninterest-bearing..........................203,426
   Interest-bearing..........................22,447,346
Federal funds purchased in domestic
  offices..............................................                513,773
Securities sold under agreements to repurchase.........                334,896
Trading liabilities....................................              2,673,823
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                644,395
Bank's liability on acceptances executed and
   outstanding.........................................                308,261
Subordinated notes and debentures......................              2,090,000
Other liabilities......................................              5,584,456
                                                                   -----------
Total liabilities......................................            $67,908,902
                                                                   ===========
Minority interest in consolidated
   subsidiaries........................................                519,470

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                      0
Common stock...........................................              1,135,284
Surplus................................................              1,056,295
Retained earnings......................................              4,208,213
Accumulated other comprehensive income.................               (120,108)
Other equity capital components........................                      0
- -------------------------------------------------------------------------------
Total equity capital...................................              6,519,900
                                                                   -----------
Total liabilities minority interest and equity capital.            $74,948,272
                                                                   ===========





     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.


                                                              Thomas J. Mastro,
                                          Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.


Thomas A. Renyi               ]
Gerald L. Hassell             ]    Directors
Alan R. Griffith              ]


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

        (i)    this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Debentures) of Old Debentures tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

        (ii)   such Old Debentures are tendered for the account of a firm that is an Eligible Institution.

11

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For Tender of

6.95% Debentures due 2033
of
LIMITED BRANDS, INC.

     This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company’s (as defined below) 6.95% Debentures due 2033 (the “Old Debentures”) are not immediately available, (ii) Old Debentures and the Letter of Transmittal cannot be delivered to The Bank of New York (the “Exchange Agent”) on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier, telex, telegram or mail to the Exchange Agent. See “The Exchange Offer–Guaranteed Delivery Procedures” in the Prospectus dated ____, 2003 (which, together with the related Letter of Transmittal, constitutes the “Exchange Offer”) of Limited Brands, Inc., a Delaware corporation (the “Company”).

The Exchange Agent For The Exchange Offer Is:

---

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL.

2

---

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to be used for Signature Guarantee)

     The undersigned, a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the certificates for all physically tendered Old Debentures, in proper form for transfer, or confirmation of the book-entry transfer of such Old Debentures to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Old Debentures tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

NOTE: DO NOT SEND OLD DEBENTURES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD DEBENTURES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

3

---

Exhibit 99.3

Offer to Exchange
6.95% Exchange Debentures due 2033
(Registered Under The Securities Act of 1933)
for Any and All Outstanding
6.95% Debentures due 2033
of
LIMITED BRANDS, INC.

To Our Clients:

     Enclosed is a Prospectus, dated                , 2003, of Limited Brands, Inc., Delaware (the “Company”), and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange its 6.95% Exchange Debentures due 2033 (the “New Debentures”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 6.95% Debentures due 2033 (the “Old Debentures”) upon the terms and subject to the conditions set forth in the Exchange Offer.

     Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                , 2003 unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Debentures being tendered.

     We are the holder of record and/or participant in the book-entry transfer facility of Old Debentures held by us for your account. A tender of such Old Debentures can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Debentures held by us for your account.

     We request instructions as to whether you wish to tender any or all of the Old Debentures held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Old Debentures will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Debentures to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Debentures. If the tendering holder is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, we will represent on behalf of such broker-dealer that the Old Debentures to be exchanged for the New Debentures were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,                                                          

---

Exhibit 99.4

Offer to Exchange
6.95% Exchange Debentures due 2033
(Registered under the Securities Act of 1933)
for Any and All Outstanding
6.95% Debentures due 2033
of
LIMITED BRANDS, INC.

To Registered Holders and The Depository Trust Company Participants:

     Enclosed are the materials listed below relating to the offer by Limited Brands, Inc., a Delaware corporation (the “Company”), to exchange its 6.95% Exchange Debentures due 2033 (the “New Debentures”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 6.95% Debentures due 2033 (the “Old Debentures”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated                      , 2003, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1.	Prospectus dated              , 2003;
2.	Letter of Transmittal;
3.	Notice of Guaranteed Delivery;
4.	Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and
5.	Letter which may be sent to your clients for whose account you hold Old Debentures in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

    We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                    , 2003 unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Debentures being tendered.

     Pursuant to the Letter of Transmittal, each holder of Old Debentures will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Debentures to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Debentures. If the tendering holder is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, you will represent on behalf of such broker-dealer that the Old Debentures to be exchanged for the New Debentures were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant From Owner contains an authorization by the beneficial owners of the Old Debentures for you to make the foregoing representations.

---

     The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Debentures pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Debentures to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the undersigned.

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF LIMITED BRANDS, INC. OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

---

Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
LIMITED BRANDS, INC.

6.95% Debentures due 2033
(the “Old Debentures”)

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges receipt of the Prospectus dated                , 2003 (the “Prospectus”) of Limited Brands, Inc., a Delaware corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

     This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Debentures held by you for the account of the undersigned.

     The aggregate face amount of the Old Debentures held by you for the account of the undersigned is (fill in amount):

     $___________ of the 6.95% Debentures due 2033

     With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

     o To TENDER the following Old Debentures held by you for the account of the undersigned (insert principal amount of Old Debentures to be tendered, if any):

     $___________ of the 6.95% Debentures due 2033

     o NOT to TENDER any Old Debentures held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Old Debentures held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any New Debentures to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Debentures. If the undersigned is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, it represents that such Old Debentures were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

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SIGN HERE

Name of beneficial owner:

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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