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<SEC-DOCUMENT>0000950109-02-004257.txt : 20020814
<SEC-HEADER>0000950109-02-004257.hdr.sgml : 20020814
<ACCEPTANCE-DATETIME>20020814152309
ACCESSION NUMBER:		0000950109-02-004257
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NCR CORP
		CENTRAL INDEX KEY:			0000070866
		STANDARD INDUSTRIAL CLASSIFICATION:	CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
		IRS NUMBER:				310387920
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00395
		FILM NUMBER:		02735700

	BUSINESS ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		STREET 2:		CORP POLICIES WHQ-3
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479
		BUSINESS PHONE:		9374455000

	MAIL ADDRESS:	
		STREET 1:		1700 S PATTERSON BLVD
		CITY:			DAYTON
		STATE:			OH
		ZIP:			45479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NATIONAL CASH REGISTER CO
		DATE OF NAME CHANGE:	19740617
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

                        Commission File Number 001-00395


                                 NCR CORPORATION
             (Exact name of registrant as specified in its charter)

         Maryland                                          31-0387920
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                           1700 South Patterson Blvd.
                               Dayton, Ohio 45479
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (937) 445-5000



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __

Number of shares of common stock, $0.01 par value per share, outstanding as of
July 31, 2002 was 98,043,336.

<PAGE>

                                TABLE OF CONTENTS

                         PART I. Financial Information

                               Description                                 Page
                               -----------                                 ----
Item 1.  Financial Statements

         Condensed Consolidated Statements of Operations (Unaudited)
         Three and Six Months Ended June 30, 2002 and 2001                  3

         Condensed Consolidated Balance Sheets (Unaudited)
         June 30, 2002 and December 31, 2001                                4

         Condensed Consolidated Statements of Cash Flows (Unaudited)
         Six Months Ended June 30, 2002 and 2001                            5

         Notes to Condensed Consolidated Financial Statements               6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk         26

                         PART II. Other Information

                                Description                                Page
                                -----------                                ----
Item 4.  Submission of Matters to a Vote of Security Holders                27

Item 6.  Exhibits and Reports on Form 8-K                                   27

         Signatures                                                         29

                                        2

<PAGE>

                          Part I. Financial Information

Item 1. FINANCIAL STATEMENTS

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                      In millions, except per share amounts

<TABLE>
<CAPTION>
                                                                 Three Months Ended     Six Months Ended
                                                                       June 30              June 30
                                                                --------------------  -------------------
                                                                   2002      2001        2002     2001
                                                                --------- ----------  --------- ---------
<S>                                                              <C>          <C>     <C>       <C>
Product revenue                                                  $  710    $    774   $ 1,322   $ 1,464
Service revenue                                                     670         725     1,305     1,411
                                                                --------- ----------  --------- ---------
Total revenue                                                     1,380       1,499     2,627     2,875
                                                                --------- ----------  --------- ---------

Cost of products                                                    448         495       848       937
Cost of services                                                    531         541     1,028     1,065
Selling, general and administrative expenses                        289         327       574       680
Research and development expenses                                    61          77       117       153
                                                                --------- ----------  --------- ---------
Total operating expenses                                          1,329       1,440     2,567     2,835
                                                                --------- ----------  --------- ---------

Income from operations                                               51          59        60        40

Interest expense                                                      4           6         6        10
Other expense, net                                                   11           -        12         3
                                                                --------- ----------  --------- ---------
Income before income taxes and cumulative effect of accounting
change                                                               36          53        42        27
Income tax expense (benefit)                                         10          18        12      (129)
                                                                --------- ----------  --------- ---------
Income before cumulative effect of accounting change                 26          35        30       156
Cumulative effect of accounting change, net of tax                    -           -      (348)       (4)
                                                                --------- ----------  --------- ---------
Net income (loss)                                                $   26    $     35   $  (318)  $   152
                                                                ========= ==========  ========= =========
Net income (loss) per common share
  Basic before cumulative effect of accounting change            $ 0.26    $   0.36   $  0.30   $  1.62
  Cumulative effect of accounting change                              -           -     (3.54)    (0.04)
                                                                --------- ----------  --------- ---------
  Basic                                                          $ 0.26    $   0.36   $ (3.24)  $  1.58
                                                                ========= ==========  ========= =========

  Diluted before cumulative effect of accounting change          $ 0.25    $   0.35   $  0.29   $  1.57
  Cumulative effect of accounting change                              -           -     (3.45)    (0.04)
                                                                --------- ----------  --------- ---------
  Diluted                                                        $ 0.25    $   0.35   $ (3.16)  $  1.53
                                                                ========= ==========  ========= =========

Weighted average common shares outstanding
  Basic                                                            98.4        96.7      98.2      96.2
  Diluted                                                         100.5       100.3     100.6      99.8
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                      In millions, except per share amounts

<TABLE>
<CAPTION>
                                                          June 30      December 31
                                                            2002           2001
                                                       ------------    ------------
<S>                                                    <C>              <C>
Assets
Current assets
  Cash, cash equivalents and short-term investments      $   569        $   336
  Accounts receivable, net                                 1,130          1,126
  Inventories, net                                           296            280
  Other current assets                                       213            221
                                                       ------------    ------------

Total current assets                                       2,208          1,963

Reworkable service parts and rental equipment, net           226            224
Property, plant and equipment, net                           612            629
Goodwill                                                     100            450
Other assets                                               1,720          1,589
                                                       ------------    ------------
Total assets                                             $ 4,866        $ 4,855
                                                       ============    ============
Liabilities and stockholders' equity
Current liabilities
  Short-term borrowings                                  $    12        $   138
  Accounts payable                                           385            362
  Payroll and benefits liabilities                           228            217
  Customer deposits and deferred service revenue             378            319
  Other current liabilities                                  512            482
                                                       ------------    ------------

Total current liabilities                                  1,515          1,518

Long-term debt (Note 4)                                      306             10
Pension and indemnity liabilities                            365            319
Postretirement and postemployment benefits liabilities       332            359
Other liabilities                                            600            600
Minority interests                                            22             22
                                                       ------------    ------------
Total liabilities                                          3,140          2,828
                                                       ============    ============
Commitments and contingencies (Note 6)

Stockholders' equity
  Preferred stock: par value $0.01 per share, 100.0
    shares authorized, no shares issued and
    outstanding at June 30, 2002 and December 31,
    2001, respectively                                         -              -
  Common stock: par value $0.01 per share, 500.0
    shares authorized, 98.0 and 97.4 shares issued
    and outstanding at June 30, 2002 and December 31,
    2001, respectively                                         1              1
Paid-in capital                                            1,242          1,235
Retained earnings                                            543            861
Accumulated other comprehensive loss                         (60)           (70)
                                                       ------------    ------------
Total stockholders' equity                                 1,726          2,027
                                                       ------------    ------------
Total liabilities and stockholders' equity               $ 4,866        $ 4,855
                                                       ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   In millions

<TABLE>
<CAPTION>
                                                                                               Six Months Ended
                                                                                                   June 30
                                                                                               2002        2001
                                                                                            ----------  ----------
Operating activities
<S>                                                                                         <C>         <C>
Net (loss) income                                                                           $   (318)   $    152
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
  Depreciation and amortization                                                                  162         210
  Deferred income taxes                                                                           (7)         10
  Income tax adjustment                                                                            -        (138)
  Goodwill impairment                                                                            348           -
  Other adjustments (gain) loss, net                                                              20          (3)
  Changes in assets and liabilities:
    Receivables                                                                                  (16)        295
    Inventories                                                                                  (16)        (20)
    Current payables                                                                              29        (204)
    Customer deposits and deferred service revenue                                                59          28
    Employee severance and pension                                                               (77)       (131)
    Other assets and liabilities                                                                 (44)       (125)
                                                                                            ----------  ----------

Net cash provided by operating activities                                                        140          74
                                                                                            ----------  ----------

Investing activities

Short-term investments, net                                                                        1         (17)
Net expenditures and proceeds for service parts                                                  (52)        (62)
Expenditures for property, plant and equipment                                                   (44)        (89)
Proceeds from sales of property, plant and equipment                                              11           8
Other investing activities, net                                                                  (20)        (21)
                                                                                            ----------  ----------

Net cash used in investing activities                                                           (104)       (181)
                                                                                            ----------  ----------

Financing activities

Purchases of company common stock                                                                (25)        (34)
Short-term borrowings, net                                                                      (126)         34
Long-term borrowings, net                                                                        296           1
Other financing activities, net                                                                   42          71
                                                                                            ----------  ----------

Net cash provided by financing activities                                                        187          72
                                                                                            ----------  ----------

Effect of exchange rate changes on cash and cash equivalents                                      11         (12)
                                                                                            ----------  ----------

Increase (decrease) in cash and cash equivalents                                                 234         (47)
Cash and cash equivalents at beginning of period                                                 335         347
                                                                                            ----------  ----------

Cash and cash equivalents at end of period                                                  $    569     $   300
                                                                                            ==========  ==========
</TABLE>



     See Notes to Condensed Consolidated Financial Statements.


                                       5

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared
by NCR Corporation (NCR or the Company) without audit pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and, in the opinion
of management, include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the consolidated results of
operations, financial position, and cash flows for each period presented. The
consolidated results for interim periods are not necessarily indicative of
results to be expected for the full year. These financial statements should be
read in conjunction with NCR's 2001 Annual Report to Stockholders, Form 10-K for
the year ended December 31, 2001 and Form 10-Q for the quarter ended March 31,
2002.

Certain prior year amounts have been reclassified to conform to the 2002
presentation.

2.  SUPPLEMENTAL FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                  Three Months Ended     Six Months Ended
In millions                                            June 30                June 30
                                                  ------------------     ------------------
                                                    2002      2001         2002      2001
                                                  --------  --------     --------  --------
<S>                                              <C>       <C>          <C>       <C>
Comprehensive income (loss)
Net income (loss)                                 $     26  $     35     $   (318) $    152
Other comprehensive income (loss), net of tax:
 Unrealized (loss) gain on securities                   (1)        1           (3)        1
 Unrealized (loss) gain on derivatives                 (49)        8          (50)       14
 Currency translation adjustments                       75         1           63        (8)
                                                  --------  --------     --------  --------
Total comprehensive income (loss)                 $     51  $     45     $   (308) $    159
                                                  ========  ========     ========  ========

<CAPTION>
                                                                      June 30   December 31
                                                                        2002        2001
                                                                     ---------  -----------
<S>                                                                 <C>        <C>
Cash, cash equivalents and short-term investments
Cash and cash equivalents                                            $     569  $       335
Short-term investments                                                      -             1
                                                                     ---------  -----------
Total cash, cash equivalents and short-term investments              $     569  $       336
                                                                     =========  ===========
Inventories
Work in process and raw materials                                    $      78  $        82
Finished goods                                                             218          198
                                                                     ---------  -----------
Total inventories, net                                               $     296  $       280
                                                                     =========  ===========
Other assets
Prepaid Pension                                                      $   1,216  $     1,104
Other                                                                      504          485
                                                                     ---------  -----------
Total Other assets                                                   $   1,720  $     1,589
                                                                     =========  ===========
</TABLE>

                                       6

<PAGE>

3. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

NCR adopted Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142), on January 1, 2002, and in accordance with
SFAS 142, NCR discontinued the amortization of goodwill assets upon adoption.
Assuming goodwill amortization had been discontinued at January 1, 2001 the
comparable net income and earnings per share (basic and diluted) for the
prior-year periods would have been:

<TABLE>
<CAPTION>
                                                 Three Months Ended         Six Months Ended
In millions, except per share amounts                  June 30                  June 30
                                                 --------------------     --------------------
                                                   2002        2001         2002        2001
                                                 --------    --------     --------    --------
<S>                                              <C>         <C>          <C>         <C>
Net income:
Reported net income                               $    26     $    35      $  (318)    $   152
Impact of goodwill amortization                         -          16            -          32
                                                 --------    --------     --------    --------
Adjusted net income                               $    26     $    51      $  (318)    $   184
                                                 ========    ========     ========    ========
Basic earnings per share:
Reported basic earnings per share                 $  0.26     $  0.36      $ (3.24)    $  1.58
Impact of goodwill amortization                         -        0.17            -        0.33
                                                 --------    --------     --------    --------
Adjusted basic earnings per share                 $  0.26     $  0.53      $ (3.24)    $  1.91
                                                 ========    ========     ========    ========
Fully diluted earnings per share:
Reported fully diluted earnings per share         $  0.25     $  0.35      $ (3.16)    $  1.53
Impact of goodwill amortization                         -        0.16            -        0.32
                                                 --------    --------     --------    --------
Adjusted fully diluted earnings per share         $  0.25     $  0.51      $ (3.16)    $  1.85
                                                 ========    ========     ========    ========
</TABLE>

Assuming goodwill amortization had been discontinued at January 1, 2001, 2000
and 1999 the comparable net income and earnings per share (basic and diluted)
for the prior-year periods would have been:

<TABLE>
<CAPTION>
                                                                         Full Year
                                                                        December 31
                                                             ---------------------------------
                                                               2001         2000        1999
                                                             --------     --------    --------
<S>                                                          <C>          <C>         <C>
Net income:
Reported net income                                           $   217      $   178     $   337
Impact of goodwill amortization                                    66           32          22
                                                             --------     --------    --------
Adjusted net income                                           $   283      $   210     $   359
                                                             ========     ========    ========
Basic earnings per share:
Reported basic earnings per share                             $  2.25      $  1.87     $  3.45
Impact of goodwill amortization                                  0.68         0.34        0.23
                                                             --------     --------    --------
Adjusted basic earnings per share                             $  2.93      $  2.21     $  3.68
                                                             ========     ========    ========
Fully diluted earnings per share:
Reported fully diluted earnings per share                     $  2.18      $  1.82     $  3.35
Impact of goodwill amortization                                  0.66         0.33        0.22
                                                             --------     --------    --------
Adjusted fully diluted earnings per share                     $  2.84      $  2.15     $  3.57
                                                             ========     ========    ========
</TABLE>


                                        7

<PAGE>

The changes in the carrying amount of goodwill by operating segment for the six
months ended June 30, 2002, were as follows:

<TABLE>
<CAPTION>
                                     Beginning Balance    Transitional     Ending Balance
In millions                           January 1, 2002      Impairment       June 30, 2002
                                     -----------------   --------------    ---------------
<S>                                  <C>                 <C>               <C>
Goodwill
Data Warehousing                       $         75        $         -       $         75
Financial Self Service                           21                  -                 21
Retail Store Automation                          28                (28)                 -
Systemedia                                        8                 (8)                 -
Payment and Imaging                               4                  -                  4
Other                                           314               (314)                 -
                                     -----------------   --------------    ---------------
Total Goodwill                         $        450        $      (350)      $        100
                                     =================   ==============    ===============

Amounts exclude $7 million of goodwill relating to equity investments which is included in Other assets.
</TABLE>

For purposes of testing for transitional goodwill impairment, NCR identified
operating segments as its reporting units: (1) Data Warehousing, (2) Financial
Self Service, (3) Retail Store Automation, (4) Systemedia, (5) Payment and
Imaging, and (6) Other. The majority of goodwill is related to acquisitions
directly attributed to specific reporting units. Goodwill associated with the
customer services maintenance business and the Japan subsidiary (the result of
acquiring minority shares in 1998) was allocated based on the proportional
contribution of the customer services maintenance business and Japan to the
reporting unit results measured at the approximate point of acquisition. The
goodwill aligned to Other is primarily the result of the acquisition of 4Front
Technologies, Inc. (4Front) in 2000. 4Front provided a variety of services
including maintenance, help desk and network management, among others.

NCR used discounted cash flow models on a reporting unit basis to calculate the
fair value of each segment. The annual (2002) and strategic long-range plans
(2003-2004) were used as the basis for calculating the operating income for each
segment. As the plans were finalized prior to year-end 2001, assumptions were
modified based on updated information, management input, and industry and
economic trends that existed at January 1, 2002. Appropriate adjustments were
made to the projected net income to arrive at a cash flow for each reporting
unit.

Based on this analysis, NCR identified three reporting units for which a total
pre-tax impairment loss of $350 million was realized: Retail Store Automation
($28 million), Systemedia ($8 million) and Other ($314 million). The impairment
losses realized for Retail Store Automation and Systemedia were primarily
related to reduced customer spending resulting from the economic slowdown within
the U.S. economy. The impairment loss realized in Other is primarily due to
intense regional competition driving down operating margins for the network
management offerings and the global economic slowdown within the networking and
infrastructure services sector.

NCR recorded a non-cash, net-of-tax goodwill impairment charge of $348 million
as a cumulative effect of accounting change retroactive to January 1, 2002. This
charge is reflected in the Company's year-to-date Condensed Consolidated
Financial Statements.

                                       8

<PAGE>

Other Intangible Assets

Other intangible assets were specifically identified when acquired, and
primarily consist of patents. NCR has not reclassified any other intangibles to
goodwill, nor has it recognized any other intangible assets that were previously
included in goodwill. NCR's other intangible assets are deemed to have definite
lives and are being amortized over original periods ranging from 3 to 10 years.
The following table outlines the gross carrying amount and accumulated
amortization for NCR's other intangible assets.

                                                   June 30 , 2002
                                         ----------------------------------
                                          Gross Carrying      Accumulated
In millions                                   Amount          Amortization
                                         ----------------   ---------------
Other Intangible Assets
Patents                                          $ 19            $ (12)
Other                                               4               (1)
                                         ----------------   ---------------
Total Other Intangible Assets                    $ 23            $ (13)
                                         ================   ===============

The aggregate amortization expense for the three-month and year-to-date periods
ended June 30, 2002 were $1 million and $2 million, respectively. The estimated
annual amortization expense for the years ending December 31, 2002, 2003, 2004,
2005 and 2006 is $4 million, $4 million, $3 million, $1 million and zero,
respectively.

 4.  LONG TERM DEBT

In June 2002, the Company issued $300 million of senior unsecured notes due in
2009. The notes were offered to institutional buyers in accordance with Rule
144A and outside the United States in accordance with Regulation S under the
Securities Act of 1933, as amended (Securities Act). The notes have not been
registered under the Securities Act and were not offered or sold in the United
States without appropriate registration pursuant to an applicable exemption from
the Securities Act registration requirements. The notes will accrue interest
from June 6, 2002, at the rate of 7.125% per annum, payable semi-annually in
arrears on each June 15 and December 15, beginning December 15, 2002, and
contain certain covenants typical of this type of debt instrument. The proceeds
from the issuance totaled $296 million, after discount and expenses, and were
used to repay short-term debt with the remainder available for general corporate
purposes.

 5. STOCK REPURCHASE PROGRAM

During the first six months of 2002, NCR repurchased approximately 672,000
shares of its stock for approximately $25 million as part of the systematic
repurchase program authorized in December of 2000 to offset the dilutive effect
of the employee stock plans. During the first six months of 2001, NCR
repurchased approximately 450,000 shares of its stock for approximately $20
million as part of the systematic repurchase program offsetting the dilutive
effect of the employee stock plans.

Following the end of the second quarter of 2002, the Company repurchased
approximately 338,000 shares through August 9, 2002, as part of the systematic
repurchase program. These shares were repurchased on the open market at an
average price of $25.34 per share.

At times, the Company sells put options that entitle the holder of each option
to sell to the Company, by physical delivery, shares of common stock at a
specified price. In a single private placement on July 29, 2002, the Company
sold put options for 200,000 shares of common stock with a strike price of
$26.92. If the market price of the Company's stock is below the strike price of
$26.92 on the expiration date, then we are committed to purchase the shares at
the strike price. The total potential repurchase obligation for these put
options is $5.4 million. If exercised, these shares will be designated as part
of the systematic repurchase program to offset the dilutive effect of employee
stock plans approved by NCR's Board of Directors on December 8, 2000.

                                       9

<PAGE>

 6.CONTINGENCIES

In the normal course of business, NCR is subject to various regulations,
proceedings, lawsuits, claims and other matters, including actions under laws
and regulations related to the environment and health and safety, among others.
NCR believes the amounts provided in its consolidated financial statements, as
prescribed by generally accepted accounting principles, are adequate in light of
the probable and estimable liabilities. However, there can be no assurances that
the actual amounts required to discharge alleged liabilities from various
lawsuits, claims, legal proceedings and other matters, including the Fox River
environmental matter discussed below, and to comply with applicable laws and
regulations, will not exceed the amounts reflected in NCR's consolidated
financial statements or will not have a material adverse effect on its
consolidated results of operations, financial condition or cash flows. Any costs
that may be incurred in excess of those amounts provided as of June 30, 2002
cannot currently be reasonably determined.

Environmental Matters
NCR's facilities and operations are subject to a wide range of environmental
protection laws, and NCR has investigatory and remedial activities underway at a
number of facilities that it currently owns or operates, or formerly owned or
operated, to comply, or to determine compliance, with such laws. Also, NCR has
been identified, either by a government agency or by a private party seeking
contribution to site cleanup costs, as a potentially responsible party (PRP) at
a number of sites pursuant to various state and federal laws, including the
Federal Water Pollution Control Act (FWPCA) and comparable state statutes, and
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA), as amended, and comparable state statutes.

Various federal agencies, Native American tribes and the State of Wisconsin
(Claimants) consider NCR to be a PRP under the FWPCA and CERCLA for alleged
natural resource damages (NRD) and remediation liability with respect to the Fox
River and Green Bay (Fox River site) due to, among other things, sediment
contamination allegedly resulting in part from NCR's former carbonless paper
manufacturing facility in Wisconsin. Claimants have also notified a number of
other paper manufacturing companies of their status as PRPs resulting from their
ongoing or former paper manufacturing operations in the Fox River Valley, and
Claimants have entered into a Memorandum of Agreement among themselves to
coordinate their actions, including the assertion of claims against the PRPs.
Additionally, the federal NRD Claimants have notified NCR and the other PRPs of
their intent to commence a NRD lawsuit, but have not as yet instituted
litigation. In addition, one of the Claimants, the U.S. Environmental Protection
Agency (USEPA), has formally proposed the Fox River site for inclusion on the
CERCLA National Priorities List, but no action has yet been taken on this
proposal. During the fourth quarter of 2000, the federal Claimants released a
proposed Restoration and Compensation Determination Plan (RCDP). The range of
damages in the proposed RCDP is from $176 million to $333 million.

On October 2, 2001, the Wisconsin Department of Natural Resources (WDNR) and
USEPA Region 5 made available for public review a Proposed Remedial Action Plan
(PRAP) for the Fox River site, along with a revised draft remedial investigation
and feasibility study (RI/FS) and related documents. The PRAP segregates the Fox
River into four segments and includes a fifth segment for Green Bay, describes
the various remedial alternatives that were considered for the cleanup of each
segment and then selects a proposed alternative. The proposed alternative in the
PRAP is to dredge a total of approximately 7,250,500 cubic yards of sediment
from three segments of the Fox River site, dispose of the dredged sediment in
local landfills after treatment, and utilize monitored natural recovery for the
other Fox River segment and for the Green Bay segment, at a total estimated cost
of approximately $370 million, including a 20% contingency. (The range of
estimated costs for other Fox River alternatives considered and not selected was
between approximately $18 million and $1,096 million and the range of estimated
costs for other Green Bay alternatives considered and not selected was between
approximately $18 million and $2,454 million, all exclusive of contingencies;
the latter number consists mainly of the cost of dredging the Green Bay, an
action that has been characterized by WDNR as infeasible.)

NCR, in conjunction with the other PRPs, has developed a substantial body of
evidence that may demonstrate that eventual selection of alternatives involving
river-wide restoration/remediation, particularly massive dredging, would be
inappropriate and unnecessary. There is ongoing debate within the scientific,
regulatory, legal, public policy and legislative communities over how to
properly manage large areas of contaminated sediments, and NCR believes there is
a high degree of uncertainty about the appropriate scope of alternatives that
may ultimately be required by Claimants. NCR's ultimate share of
restoration/remediation and damages liability cannot be determined at this time,
except by reference to a range of potential outcomes, due to uncertainties with
respect to: the scope and cost of the potential alternatives; the outcome of
further federal and state NRD assessments; the amount of NCR's share of such
restoration/remediation expenses; the timing of any

                                       10

<PAGE>

restoration/remediation; the evolving nature of restoration/remediation
technologies and governmental policies; the contributions from other parties;
and the recoveries from insurance carriers and other indemnitors. NCR believes
the other currently named PRPs would be required and are presently able to pay
their respective shares toward restoration and remediation, and that there are
additional parties, some of which have substantial resources, that may also be
liable. Further, in 1978 NCR sold the business to which the claims apply, and
NCR and the buyer, Appleton Papers Inc. (API), have reached a settlement
agreement under which the parties are sharing both defense and liability costs.

Last year, NCR and API entered into an Interim Settlement with the Claimants,
which was approved by the federal court in Wisconsin. The key terms of the
Interim Settlement are as follows: (a) API/NCR will provide funds to the
Claimants totaling $10.375 million per year over a four-year period for
remediation or natural resource restoration activities at the Fox River
site; (b) the Claimants will not initiate an enforcement action (including
natural resource damage actions or administrative orders) against API or NCR
during the four-year period; and (c) before the term of the Interim Settlement
expires, the Claimants and API/NCR will engage in settlement discussions
regarding all claims against API/NCR at the Fox River site. The Interim
Settlement is being implemented in accordance with its terms.

Given the numerous uncertainties regarding the cost estimates for remediation
and restoration of the Fox River site and the factors bearing upon NCR's share
of those costs, NCR's potential liability falls within a range as to which no
amount in the range is a better estimate than any other, and even then it is not
possible to estimate the high end of the range. It is possible that NCR's
exposure for costs could be higher than the low end of the range, but an
estimate of those amounts cannot be made. Also, a portion of NCR's potential
liability at the site under CERCLA may be joint and several. If, in the future,
one or more of the other PRPs described above were to become insolvent or unable
to pay their respective shares, NCR could be responsible for a portion of such
shares.

Taking into account all facts and circumstances described above, NCR recorded a
$40 million environmental provision during the third quarter of 2001 based on
the PRAP and RCDP. This provision, together with the preexisting Fox River
accrual, represents NCR's estimate of the low end of the range of NCR's portion
of the potential Fox River liability, and is based upon the government's
estimated cost of the proposed remedy, the low end of the government's range of
natural resource damage costs, and the incremental direct costs of the
remediation, restoration and natural resource damage efforts for four years. NCR
estimated its share of those costs based upon an analysis of contrasting
estimates of NCR/API's share of PCB discharges, the location of the
NCR/API-related facilities on the Fox River, and NCR's assessment of the
strength of available information regarding equitable and other legal theories.
NCR accrued at the low end of the range of potential liability because a
specific point estimate of NCR's probable liability is not reasonably estimable.

It is difficult to estimate the future financial impact of environmental laws,
including potential liabilities. NCR records environmental provisions when it is
probable that a liability has been incurred and the amount or range of the
liability is reasonably estimable. Provisions for estimated losses from
environmental restoration and remediation are, depending on the site, based
primarily on internal and third-party environmental studies (except for the Fox
River site where the estimated costs are taken directly from the above-described
RCDP and PRAP), estimates as to the number and participation level of any other
PRPs, the extent of the contamination, and the nature of required remedial and
restoration actions. Accruals are adjusted as further information develops or
circumstances change. Management expects that the amounts accrued from time to
time will be paid out over the period of investigation, negotiation, remediation
and restoration for the applicable sites. The amounts provided for environmental
matters in NCR's consolidated financial statements are the estimated gross
undiscounted amounts of such liabilities (except for the Fox River site where
the PRAP estimates certain long-term costs at net present worth), without
deductions for insurance or third-party indemnity claims. Except for the sharing
arrangement described above with respect to the Fox River site, in those cases
where insurance carriers or third-party indemnitors have agreed to pay any
amounts and management believes that collectability of such amounts is probable,
the amounts would be reflected as receivables in the consolidated financial
statements.

 7. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing net income by the weighted
average number of shares outstanding during the reported period. The calculation
of diluted earnings per share is similar to basic, except that the weighted
average number of shares outstanding include the additional dilution from
potential common stock such as stock options and restricted stock awards, when
appropriate.

                                       11

<PAGE>

In accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," as disclosed in Note 3 of Notes to the
Condensed Consolidated Financial Statements, earnings per share was calculated
excluding the impact of amortization expense from net income for periods
reported in 2001, 2000 and 1999.

 8.SEGMENT INFORMATION

NCR categorizes its operations into six reportable segments: Data Warehousing,
Financial Self Service, Retail Store Automation, Systemedia, Payment and
Imaging, and Other. Each of these segments includes hardware, software,
professional consulting, customer support and maintenance services, and third
party applications and technologies. Customer support services include staging
and implementation services, networking, multi-vendor integration services,
consulting services, solution-specific support services and outsourcing
solutions.

The following table presents data for revenue by operating segment for the three
and six month periods ended June 30:


                                   Three Months Ended       Six Months Ended
                                        June 30                 June 30
                                  --------------------    ---------------------
Revenue                             2002       2001         2002        2001
                                  --------   ---------    --------    ---------
Data Warehousing
Solution                          $    255   $    254     $    490    $    490
Customer Services Maintenance           54         46          109          92
                                  --------   ---------    --------    ---------
Total Data Warehousing                 309        300          599         582

Financial Self Service
Solution                               255        260          460         474
Customer Services Maintenance          128        128          252         250
                                  --------   ---------    --------    ---------
Total Financial Self Service           383        388          712         724

Retail Store Automation
Solution                               174        222          300         400
Customer Services Maintenance          118        108          227         216
                                  --------   ---------    --------    ---------
Total Retail Store Automation          292        330          527         616

Systemedia                             133        125          248         241

Payment and Imaging
Solution                                35         46           76          89
Customer Services Maintenance           26         30           51          60
                                  --------   ---------    --------    ---------
Total Payment and Imaging               61         76          127         149

Other
Solution                                78        132          159         258
Customer Services Maintenance          124        148          255         305
                                  --------   ---------    --------    ---------
Total Other                            202        280          414         563

Total Revenue                     $  1,380   $  1,499     $  2,627    $  2,875
                                  ========   =========    ========    =========

                                       12

<PAGE>
The following table presents data for operating income by operating segment
(including customer services maintenance) for the three and six month periods
ended June 30:

<TABLE>
<CAPTION>

                                               Three Months Ended         Six Months Ended
                                                    June 30                   June 30
                                               -------------------       ------------------
Operating Income/(Loss)                          2002       2001          2002      2001
                                               --------   --------        -------  --------
<S>                                            <C>        <C>             <C>      <C>
Data Warehousing                                  $ 32       $ (3)         $ 55      $ (8)
Financial Self Service                              35         62            52        98
Retail Store Automation                            (11)        (1)          (40)      (13)
Systemedia                                           4          3             5         2
Payment and Imaging                                 11         11            23        23
Other                                              (20)         5           (35)       13
                                               --------   --------        -------  --------
Income from operations excluding goodwill           51         77            60       115

Goodwill amortization in income (loss) from
operations                                           -        (16)            -       (32)
                                               --------   --------        -------  --------
Income from operations excluding special items      51         61            60        83

Special items/1/                                     -         (2)            -       (43)
                                               --------   --------        -------  --------
Income from operations                            $ 51       $ 59          $ 60      $ 40
                                               ========   ========        =======  ========
</TABLE>

/1/Special items in 2001 operating income represent the provision for loans and
   receivables with Credit Card Center ($39 million in Financial Self Service)
   and integration charges related to an acquisition in Other ($4 million,
   $2 million in the second quarter).

9. SUBSEQUENT EVENT

Pursuant to NCR's divestiture from AT&T Corp. (AT&T) in 1996, NCR is party to
mutual indemnification provisions that obligate NCR, AT&T and Lucent
Technologies, Inc. (Lucent) to partially indemnify each other for certain
liabilities exceeding a threshold amount. NCR's share over the threshold amount
for those liabilities is 3 percent. On August 9, 2002, Lucent notified NCR that
it had entered into an out-of-court settlement of multiple class action lawsuits
against Lucent and participants, and that Lucent intends to make a claim for
contribution against NCR in accordance with the divestiture agreement. These
lawsuits claimed damages for allegedly excessive charges in connection with
leased residential telephone business operated by AT&T from 1984 until 1996, and
thereafter by Lucent. Pursuant to the proposed settlement and the terms of the
divestiture agreement, NCR established a $9 million pre-tax reserve for its
estimated share of the proposed settlement-related costs. The actual cost of the
settlement to NCR may be different depending on the number of claims submitted
and accepted. The final terms of the settlement are subject to court approval.
NCR has not been advised of any other claims from AT&T or Lucent that are likely
to invoke the indemnification provision in the divestiture agreement.

                                       13

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations

We are organized into two operating businesses - Teradata(R) Division and the
Retail and Financial Group. The Teradata Division is comprised of our Data
Warehousing segment. Our Retail and Financial Group includes the following five
segments: Financial Self Service, Retail Store Automation, Systemedia, Payment
and Imaging solutions and Other. The Other segment, accumulates individual and
dissimilar businesses, such as exited businesses, networking hardware and
services, and managed services, which are not attributable to the formally
identified reportable segments. Our key solutions are Data Warehousing,
Financial Self Service and Retail Store Automation. Each segment is comprised of
hardware, software, professional consulting services and customer support and
maintenance services.

Trends Impacting Results

     During the second quarter of 2002, we continued to gain market share as
companies around the world make strategic investments in our leading edge data
warehousing technology. As a result, Teradata Data Warehousing made a
significant contribution to our operating results, delivering solid revenue
performance and strong operating income growth. This performance was
accomplished in spite of the extremely difficult capital spending environment.
This environment is particularly impacting our Retail Store Automation and
customer service businesses. Challenges related to competition in all regions
and economic conditions in Europe have impacted the Financial Self Service
business and we believe such challenges will continue for the remainder of the
year. Within Financial Self Service and Retail Store Automation (including
customer service maintenance), we continue to expect sequential revenue and
operating margin improvements through the balance of the year.

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001
- -----------------------------------------------------------------------------

For comparability to the 2002 results, the three months ended June 30, 2001
exclude the effects of special items and goodwill amortization from the gross
margin, operating expenses and operating income amounts presented and discussed
below. Special items impacting operating income for the second quarter of 2001
were $2 million of acquisition-related integration charges. Goodwill
amortization expense included in operating income in the second quarter of 2001
was $16 million.

<TABLE>
<CAPTION>

In millions                                                   2002        2001
- --------------------------------------------------------------------------------
<S>                                                        <C>         <C>
Consolidated revenue                                       $  1,380    $ 1,499
Consolidated gross margin/1/                                    401        465
Consolidated operating expenses:
  Selling, general and administrative expenses                  289        311
  Research and development expenses                              61         77
- --------------------------------------------------------------------------------
Consolidated income from operations excluding
  goodwill amortization and special items                        51         77
Goodwill amortization                                             -        (16)
- --------------------------------------------------------------------------------
Consolidated income from operations excluding special
  items                                                          51         61
Special items/1/                                                  -         (2)
- --------------------------------------------------------------------------------
Consolidated income from operations                        $     51    $    59
================================================================================
</TABLE>

/1/ Special items excluded from consolidated gross margin represent $2 million
    of acquisition integration charges.

Revenue: Revenue for the three months ended June 30, 2002 was $1,380 million, a
decrease of 8% from the second of 2001. When adjusted for the impact of changes
in foreign currency exchange rates, revenue decreased 9%.

By key solution (including customer service maintenance), Data Warehousing
experienced revenue growth of 3%, while Financial Self Service and Retail Store
Automation revenues declined by 1% and 12%, respectively. The improvement in

                                       14

<PAGE>

Data Warehousing was primarily driven by growth in customer service maintenance
revenue attributed to the larger installed customer base. Data Warehousing
continued to add customers in the insurance, financial, retail,
telecommunications and government sectors and had an increasing number of new
installations at more moderately sized companies. We expect to see revenue
growth as we add new customers as well as increase customer service revenues
resulting from a larger installed customer base. The revenue decline in
Financial Self Service was due primarily to the continued constraints on capital
spending in the Americas and Europe/Middle East/Africa (EMEA) regions, partially
offset by double-digit growth in the Asia-Pacific region, excluding Japan.
Retail Store Automation experienced significant revenue declines as the retail
industry continues to delay purchases of capital equipment. This decline was
partially offset by growth in customer services maintenance revenue driven by
several initiatives designed to improve the capture rate of new opportunities
and yield higher customer retention rates.

Revenue in the second quarter of 2002 as compared with the second quarter of
2001 decreased in the Americas region, EMEA region, and Japan by 9%, 13%, and
11%, respectively. These decreases were partially offset by a 15% increase in
the Asia-Pacific region, excluding Japan. When adjusted for the impact of
changes in foreign currency exchange rates, revenue decreased 17% in the EMEA
region and 9% in Japan, and increased 12% in the Asia-Pacific region, excluding
Japan. The revenue decline in the Americas region was primarily driven by
delayed capital spending relating to the difficult economic environment. The
revenue decline in the EMEA region was impacted by economic weakness and fewer
customer upgrades and purchases of self service equipment in the current year
versus the higher volume of upgrades and purchases in the prior year relating to
the Euro conversion. In addition, the slowing economy in the networking and
infrastructure services sector impacted the EMEA region. The decline in Japan
was primarily driven by the continued economic weakness. The increase in the
Asia-Pacific region, excluding Japan, was primarily driven by penetration in
emerging markets, specifically India and China, in our Financial Self Service
and Data Warehousing solutions. The Americas region comprised 50% of our total
revenue in the second quarter of 2002, EMEA region comprised 29%, Asia-Pacific
region, excluding Japan, comprised 11%, and Japan comprised 10%.

Gross Margin and Operating Expenses: Gross margin as a percentage of revenue
(excluding the special items described above) decreased 1.9 percentage points to
29.1% in the second quarter of 2002 from 31.0% in the second quarter of 2001.
Product gross margin increased 0.9 percentage points to 36.9% in the second
quarter of 2002 primarily due to a higher mix of product sales in Data
Warehousing, partially offset by the overall decrease in sales volume in
Financial Self Service and Retail Store Automation. Additionally, Financial Self
Service and Retail Store Automation experienced margin erosion due to
competitive pricing pressure. Services gross margin decreased 5.0 percentage
points to 20.7% in the second quarter of 2002 primarily due to lower than
expected revenues affecting our ability to leverage our semi-fixed cost
infrastructure, lower margins related to competitive pricing pressure, lower
volume and margins from our exited businesses, and a higher mix of lower margin
Retail Store Automation customer service maintenance revenue.

Total expenses in the second quarter of 2002 were $350 million compared to $388
million (excluding the special items and goodwill amortization described above)
for the second quarter of 2001. Selling, general and administrative expenses
decreased $22 million in the second quarter of 2002 from the second quarter of
2001. The decrease versus prior year is primarily the result of our continued
efforts to improve our cost infrastructure and curtail our discretionary
spending. Research and development expenses decreased $16 million to $61 million
in the second quarter of 2002 compared to the second quarter of 2001. As a
percentage of revenue, research and development expenses were 4.4% in the second
quarter of 2002 compared to 5.1% in the second quarter of 2001. The decrease in
research and development expenses is primarily due to a movement toward
utilization of industry standard components, the consolidation of research and
development facilities and the leveraging of our research and development
infrastructure.

Each quarter, we review the various estimates and judgments impacting our
consolidated financial statements. As part of this review in the second quarter
of 2002, we examined the current levels of inventory valuation and determined
that our inventory valuation in aggregate was appropriate. In this analysis, we
also examined inventory valuation by segment, and determined that some estimates
related to intercompany profit elimination within the segment results required
adjustment. As a result of this review, we revised inventory valuation within
our Data Warehousing segment which had the effect of increasing operating income
by approximately $6 million. An adjustment was also made for the Financial Self
Service segment related to inventory valuation in our Beijing factory. This
adjustment reduced Financial Self Service operating income by approximately $4
million.

                                       15

<PAGE>

During the second quarter of 2002, we identified certain accounting errors that
were not material to our operating results and were isolated to a wholly-owned
international subsidiary that is part of the customer service maintenance
business. We determined that the management of the subsidiary acted in an
unauthorized manner inconsistent with our accounting policies and had not fully
recognized expenses for several quarters. The unrecognized expenses did not
materially impact the operating results of any previous quarters. An adjustment
of approximately $10 million was recorded in the second quarter of 2002 to
properly account for these previously unrecognized expenses. The adjustment
impacted our total Cost of Services on the Condensed Consolidated Statement of
Operations and the following segments that utilize the services of this
subsidiary: Retail Store Automation, Financial Self Service, Payment and
Imaging, and Other. We have thoroughly investigated this matter and have taken
immediate action to remedy the situation. The person responsible for this
understatement is no longer with the company. We have tightened controls within
our finance and accounting procedures and we are continuing to take further
actions, as appropriate.

During the second quarter of 2002, we realized a $19 million benefit from
pension income versus a $33 million benefit in the second quarter of 2001.
Pension income declined $14 million in the second quarter of 2002 compared to
the second quarter of 2001 due to the impact of the investment performance of
our pension fund portfolio in the difficult market environment during 2000 and
2001.

Income Before Income Taxes and Cumulative Effect of Accounting Change: Operating
income was $51 million in the second quarter of 2002 compared to $77 million
(excluding the special items and goodwill amortization described above) in the
second quarter of 2001.

Interest and other expense, net, was $15 million in the second quarter of 2002.
As a result of the Lucent indemnification claim described in Note 9 of Notes to
the Condensed Consolidated Financial Statements, we established a $9 million
pre-tax reserve, increasing net interest and other expense. Reported interest
and other expense, net, was $6 million in the second quarter of 2001. Excluding
$3 million of goodwill amortization relating to equity investments, interest and
other expense, net, was $3 million in the second quarter of 2001.

Income before income taxes was $36 million in the second quarter of 2002. The
reported income before income taxes for the second quarter of 2001 was $53
million. Excluding the $2 million of special items (acquisition-related
integration charges) and $19 million of goodwill amortization expense ($16
million in operating expense and $3 million in other expense relating to equity
investments), income before income taxes was $74 million in the second quarter
of 2001.

Provision for Income Taxes: Income tax provisions for interim periods are based
on estimated annual income tax rates calculated without the effect of special
items and goodwill amortization. At an estimated effective tax rate of 30% for
2002, the second quarter income tax provision was $10 million compared to a $21
million provision in the second quarter of 2001. Including the effect of the
special items and goodwill amortization, the income tax provision in the second
quarter of 2001 was $18 million. The tax benefit of special items
(acquisition-related integration charges) and goodwill amortization in the
second quarter of 2001 was $3 million.

                                       16

<PAGE>

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
- -------------------------------------------------------------------------

For comparability to the 2002 results, the six months ended June 30, 2001
exclude the effects of special items and goodwill amortization from the gross
margin, operating expenses and operating income amounts presented and discussed
below. Special items impacting operating income for the first six months of 2001
included a $39 million provision for loans and receivables related to Credit
Card Center (CCC) and $4 million of acquisition-related integration charges.
Goodwill amortization expense included in operating income in the first six
months of 2001 was $32 million.

In millions                                                     2002     2001
- --------------------------------------------------------------------------------
Consolidated revenue                                         $  2,627  $  2,875
Consolidated gross margin /1/                                     751       876
Consolidated operating expenses:
Selling, general and administrative expenses /2/                  574       608
Research and development expenses                                 117       153
- --------------------------------------------------------------------------------
Consolidated income from operations excluding goodwill             60       115
Goodwill amortization                                               -       (32)
- --------------------------------------------------------------------------------
Consolidated income from operations excluding special items        60        83
Special items /1, 2/                                                -       (43)
- --------------------------------------------------------------------------------
Consolidated income from operations                          $     60  $     40
================================================================================

/1/ Special items excluded from consolidated gross margin represent $3 million
    of acquisition integration charges.
/2/ Special items excluded from selling, general and administrative expenses
    represent a $39 million provision for loans and receivables related to
    Credit Card Center and $1 million of acquisition integration charges.

Revenue: Revenue for the six months ended June 30, 2002 was $2,627 million, a
decrease of 9% from the first six months of 2001. When adjusted for the impact
of changes in foreign currency exchange rates, revenue decreased 8%.

By key solution, revenue (including customer service maintenance revenue) in the
first six months of 2002 reflects increased sales in Data Warehousing of 3%,
offset by revenue declines in Financial Self Service of 2% and Retail Store
Automation of 14%. Revenue growth in Data Warehousing was primarily driven by
the increase in customer service maintenance revenue. Data Warehousing continued
to add customers in the insurance, financial, retail, telecommunications and
government sectors and had an increasing number of new installations at more
moderately sized companies. We expect to see revenue growth as we add new
customers, as well as increase customer service revenues resulting from a larger
installed customer base. The revenue decline in Financial Self Service was due
primarily to the continued constraints on capital spending in the Americas and
EMEA regions, partially offset by double-digit growth in the Asia-Pacific
region, excluding Japan. Retail Store Automation experienced significant revenue
declines as the retail industry continues to delay purchases of capital
equipment. This decline was partially offset by growth in customer services
maintenance revenue driven by several initiatives designed to improve the
capture rate of new opportunities and yield higher customer retention rates.

Revenue in the first six months of 2002 compared with the first six months of
2001 decreased 12% in the Americas region, 8% in the EMEA region, and 8% in
Japan, and the Asia-Pacific region, excluding Japan increased by 4%. When
adjusted for the impact of changes in foreign currency exchange rates, revenue
decreased 11% in the Americas region, 8% in the EMEA region, 3% in Japan, and
increased 4% in the Asia-Pacific region, excluding Japan. The revenue decline in
the Americas region was primarily driven by delayed capital spending relating to
the difficult economic environment. The revenue decline in the EMEA region was
impacted by economic weakness and fewer customer upgrades and purchases of self
service equipment in the current year versus the higher volume of upgrades and
purchases in the prior year relating to the Euro conversion. In addition, the
slowing economy in the networking and infrastructure services sector impacted
the EMEA region. The decline in Japan was primarily driven by the continued
economic weakness. The increase in the Asia-Pacific region, excluding Japan, was
primarily driven by penetration in emerging markets, specifically India and
China, in our Financial Self Service and Data Warehousing solutions. The
Americas region comprised 50% of our total revenue in the first six months of
2002, EMEA region comprised 30%, Asia-Pacific region, excluding Japan, comprised
11%, and Japan comprised 9%.


                                       17

<PAGE>

Gross Margin and Operating Expenses: Gross margin as a percentage of revenue
(excluding special items and goodwill amortization described above) decreased
1.9 percentage points to 28.6% in the first six months of 2002 from 30.5% in the
same period of 2001. Product gross margin decreased 0.1 percentage points to
35.9% in the first six months of 2002. This decline is primarily driven by an
overall decrease in sales volume in Financial Self Service and Retail Store
Automation. Additionally, Financial Self Service and Retail Store Automation
experienced margin erosion due to competitive pricing pressures. These decreases
were partially offset by a higher mix of product sales in Data Warehousing.
Services gross margin decreased 3.5 percentage points to 21.2% in the first six
months of 2002, primarily due to lower than expected revenues affecting our
ability to leverage our semi-fixed cost infrastructure, lower volume and margins
from our exited businesses, and lower margins due to competitive pricing
pressure.

Total expenses in the first six months of 2002 were $691 million compared to
$761 million (excluding the special items and goodwill amortization described
above) in the same period of 2001. Selling, general and administrative expenses
decreased $34 million in the first six months of 2002 from the same period of
2001. The decrease versus prior year is primarily the result of our continued
efforts to improve our cost infrastructure and curtail our discretionary
spending. Research and development expenses decreased $36 million to $117
million in the first six months of 2002 compared to the first six months of
2001. As a percentage of revenue, research and development expenses were 4.5% in
the first six months of 2002 compared to 5.3% in the same period of 2001. The
decrease in research and development expenses is primarily due to a movement
toward utilization of industry standard components, the consolidation of
research and development facilities and the leveraging of our research and
development infrastructure.

During the first six months of 2002, we realized a $38 million benefit from
pension income versus a $66 million benefit in the first six months of 2001.
Pension income declined $28 million in the first six months of 2002 compared to
the first six months of 2001 due to the impact of the investment performance of
our pension fund portfolio in the difficult market environment during 2000 and
2001.

Income Before Income Taxes and Cumulative Effect of Accounting Change: Operating
income was $60 million in the first six months of 2002 compared to $115 million
(excluding the special items and goodwill amortization described above) in the
first six months of 2001.

Interest and other expense, net, was $18 million in the first six months of
2002. Reported interest and other expense, net, was $13 million in the first six
months of 2001. Excluding a $1 million charge for interest receivables related
to Credit Card Center (CCC) and goodwill amortization of $5 million relating to
equity investments, interest and other expense, net, was $7 million for the
first six months of 2001.

Income before income taxes was $42 million in the first six months of 2002. The
reported income before income taxes for the first six months of 2001 was $27
million. Excluding special items of $44 million ($39 million provision for loans
and receivables related to CCC, $4 million for integration charges related to
acquisitions and $1 million charge for interest receivables related to CCC) and
$37 million of goodwill amortization expense ($32 million in operating expense
and $5 million in other expense), income before income taxes was $108 million in
the first six months of 2001.

Provision for Income Taxes: Income tax provisions for interim periods are based
on estimated annual income tax rates calculated without the effect of special
items and goodwill amortization. At an estimated effective tax rate of 30% for
2002, the first six months income tax provision was $12 million compared to a
$28 million income tax provision in the first six months of 2001. Including the
effect of the special items and goodwill amortization, the income tax benefit in
the first six months of 2001 was $129 million. The tax benefit of special items
and goodwill amortization in the first six months of 2001 was $157 million ($138
million benefit realized from the favorable resolution of international income
tax issues, $14 million benefit resulting from acquisition-related integration
and CCC-related charges, and $5 million benefit relating to goodwill
amortization).

                                       18

<PAGE>


Cumulative effect of accounting change: The cumulative effect of accounting
change in the first six months of 2002 was a non-cash, net of tax goodwill
impairment charge of $348 million that was retroactive to January 1, 2002. The
cumulative effect of accounting change in the first six months of 2001 of $4
million relates to the adoption of Statement of Financial Accounting Standard
No. 133 "Accounting for Derivative Instruments and Hedging Activities."

Financial Condition, Liquidity, and Capital Resources

Our cash, cash equivalents, and short-term investments totaled $569 million at
June 30, 2002 compared to $336 million at December 31, 2001.

Operating Activities: We generated cash flow from operations of $140 million in
the first six months of 2002 compared to $74 million generated in the first six
months of 2001. The $140 million generated from operations in the first six
months of 2002 was primarily driven by operating profitability and positive net
working capital, partially offset by employee severance and pension. The $74
million generated in the first six months of 2001 was primarily driven by
operating profitability, partially offset by negative net working capital and
employee severance and pension. The year over year improvement was primarily
driven by improvements in net working capital and employee severance and
pension. Employee severance and pension was a $77 million use of cash in the
first six months of 2002 compared to a $131 million use of cash in the first six
months of 2001.

Investing Activities: Net cash flows used in investing activities was $104
million in the first six months of 2002 and $181 million in the same period of
2001. The $104 million use of cash in the first six months of 2002 was primarily
driven by expenditures for capital and service parts. The $181 million used in
the first six months of 2001 was primarily driven by expenditures for capital
and service parts and purchases of short-term investments. The improvement
versus the prior-year period was primarily due to lower capital and service
parts expenditures during the first six months of 2002 compared to the first six
months of 2001. Capital expenditures were $44 million for the first six months
of 2002 and $89 million for the comparable period in 2001. Net expenditures for
service parts were $52 million during the first six months of 2002 and $62
million for the comparable period in 2001. These improvements were achieved as a
result of the continued focus on reducing capital spending.

Financing Activities: Net cash provided by financing activities was $187 million
during the first six months of 2002 compared to $72 million in the same period
of 2001. This change was primarily driven by the net proceeds received from our
private issuance of long-term debt, offset in part by the repurchase of Company
common stock and repayment of short- term debt. The proceeds from the issuance
of long-term debt in June 2002 were $296 million after discount and expenses. In
the first six months of 2002, $25 million of cash was used for the purchase of
Company common stock pursuant to the systematic stock repurchase program
compared to a $34 million use for stock repurchases in the same period in 2001.
During the first six months of 2002, cash was utilized to repay short-term
borrowings of $126 million, compared to a $34 million source of cash from
borrowing in the prior-year period. In the first six months of 2002, other
financing activities provided $42 million of cash compared to a $71 million
source of cash for the comparable period in 2001. Other financing activities
primarily relate to share activity under our stock option and employee stock
purchase plans.

In October 2001, we entered into a $200 million 364-day unsecured revolving
credit facility with a one year term-out option and a $400 million five-year
unsecured revolving credit facility, both with a syndicate of financial
institutions. The credit facilities contain certain representations and
warranties; conditions; affirmative, negative and financial covenants; and
events of default customary for such facilities. Interest rates charged on
borrowings outstanding under the credit facilities are based on prevailing
market rates. No amounts were outstanding under the facilities at June 30, 2002
or December 31, 2001.

In June 2002, the Company issued $300 million of senior unsecured notes due in
2009. The notes were sold privately pursuant to Rule 144A and Regulation S of
the Securities Act. The net proceeds from the notes were used to repay a portion
of our short-term debt with the remainder available for general corporate
purposes. The notes bear interest at an annual rate of 7.125%, payable
semi-annually in arrears on each June 15 and December 15, beginning December 15,
2002, and contain certain convenants typical of this type of debt instrument.

We believe that our current focus on improving free cash flow and a continued
focus on balance sheet management has increased our ability to generate cash.
During the first six months of 2002, we generated a $122 million free cash flow
improvement over the comparable period in 2001, which was primarily driven by
improved working capital and reduced

                                       19

<PAGE>

capital spending. Our cash flows from operations, the credit facilities
(existing or future arrangements), the 7.125% senior notes, and other short- and
long-term debt financings, will be sufficient to satisfy our future working
capital, research and development, capital expenditures and other financing
requirements for the foreseeable future. Our ability to generate positive cash
flows from operations is dependent on general economic conditions, competitive
pressures, and other business and risk factors described below in Management's
Discussion and Analysis of Financial Condition and Results of Operations. If we
are unable to generate sufficient cash flows from operations, or otherwise
comply with the terms of our credit facilities and the 7.125% senior notes, we
may be required to refinance all or a portion of our existing debt or seek
additional financing alternatives.

Contractual and Other Commercial Commitments: There has been no significant
change in our contractual and other commercial commitments as described in our
2001 Annual Report to Stockholders and Form 10-K for the year ended December 31,
2001.

Factors That May Affect Future Results
This quarterly report and other documents that we file with the SEC, as well as
other oral or written statements we may make from time to time, contain
information based on management's beliefs and include forward-looking statements
(within the meaning of the Private Securities Litigation Reform Act of 1995)
that involve a number of known and unknown risks, uncertainties and assumptions.
These forward-looking statements are not guarantees of future performance, and
there are a number of factors including, but not limited to, those listed below,
which could cause actual outcomes and results to differ materially from the
results contemplated by such forward-looking statements. We do not undertake any
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

Competition
- -----------

Our ability to compete effectively within the technology industry is critical to
our future success.

We operate in the intensely competitive information technology industry. This
industry is characterized by rapidly changing technology, evolving industry
standards, frequent new product introductions, price and cost reductions, and
increasingly greater commoditization of products making differentiation
difficult. Our competitors include other large, successful companies in the
technology industry such as: International Business Machines Corporation (IBM),
Oracle Corporation, Unisys Corporation, Diebold, Inc. and Wincor Nixdorf GmbH &
Co., some of which have widespread penetration of their platforms and service
offerings. In addition, we compete with companies in specific markets such as,
self-check out, electronic shelf labels, entry-level ATMs and consumable media
products.

We offer a broad suite of consulting and support services across our Data
Warehousing, Financial Self Service, and Retail Store Automation segments. We
compete with companies such as IBM, Unisys Corporation, Getronics and Diebold,
Inc. in consulting and support services, and we partner with companies such as
Cisco Systems, Sun Microsystems, and Nortel Networks to deliver IT
infrastructure services solutions who also offer consulting and support
services.

Our ability to maintain and gain market share, including our efforts to
penetrate developing and emerging markets, is dependent in part on how rapidly
we react to competitive product and pricing pressures from our competition. Our
future competitive performance depends on a number of factors, including our
ability to: rapidly and continually design, develop and market, or otherwise
maintain and introduce solutions and related products and services for our
customers that are competitive in the marketplace; react on a timely basis to
shifts in market demands, such as a possible shift toward industry standard
"open" platforms for data warehousing solutions; reduce costs without creating
operating inefficiencies; maintain competitive operating margins; improve
product and service delivery quality; and market and sell all of our diverse
solutions effectively. In addition, our business and operating performance could
be impacted by external competitive pressures, such as increasing price erosion,
particularly in the industries targeted by our more mature solution offerings
such as Retail Store Automation and Financial Self Service Solutions. Our
customers finance many of our product sales through third party financing
companies. In case of customer default, these financing companies may be forced
to sell this equipment at discounted prices impacting our ability to sell new
solutions. The impact of these competitive product and pricing pressures could
include lower customer satisfaction, decreased demand for our solutions and loss
of market share, and reduction of operating profits.

                                       20

<PAGE>

Introduction of New Solutions
The solutions we sell are very complex, and we need to rapidly and successfully
develop and introduce new solutions.

We operate in a very competitive, rapidly changing environment, and our future
business and operating results depend in part on our ability to develop and
introduce new solutions that our customers choose to buy. This includes our
efforts to rapidly develop and introduce next generation software applications
and to acquire and maintain strong relationships with our key software
suppliers, especially for our data warehousing business. The development process
for our complex solutions, including our software application development
programs, requires high levels of innovation from both our developers and our
suppliers of the components embedded in our solutions. In addition, the
development process can be lengthy and costly.

It requires us to commit a significant amount of resources to bring our business
solutions to market. If we are unable to anticipate our customers' needs and
technological trends accurately, or are otherwise unable to complete development
efficiently, we would be unable to introduce new solutions into the market on a
timely basis, if at all, and our business and operating results would be
impacted. Likewise, we sometimes make commitments to customers regarding new
technologies, and our results could be impacted if we are unable to deliver such
technologies as planned. In addition, if we are unable to successfully market
and sell both existing and newly developed solutions, such as our electronic
shelf labels, self-checkout technologies, and full-function ATMs and outsourcing
solutions, our business and operating results would be impacted.

Our solutions, which contain both hardware and software products, may contain
known as well as undetected errors which may be found after the products'
introduction and shipment. While we attempt to remedy errors that we believe
would be considered critical by our customers prior to shipment, we may not be
able to detect or remedy all such errors, and this could result in lost
revenues, delays in customer acceptance and incremental costs, which would all
impact our business and operating results.

Reliance on Third Parties
- -------------------------

Third party suppliers provide important elements to our solutions.

We rely on many suppliers for necessary parts and components to complete our
solutions. In most cases, there are a number of vendors producing the parts and
components that we utilize. However, there are some components that are
purchased from single sources due to price, quality, technology or other
reasons. For example, we depend on chips and microprocessors from Intel
Corporation and operating systems from UNIX(R) and Microsoft Windows NT(R).
Certain parts and components used in the manufacture of our ATMs and the
delivery of some of our Retail Store Automation solutions are also supplied by
single sources. If we were unable to purchase the necessary parts and components
from a particular vendor and we had to find an alternative supplier for such
parts and components, our new and existing product shipments and solutions
deliveries could be delayed, impacting our business and operating results.

We have, from time to time, formed alliances with third parties that have
complementary products, software, services and skills. Many different
relationships are formed by these alliances such as outsourcing arrangements to
manufacture hardware and subcontract agreements with third parties to perform
services and provide products and software to our customers in connection with
our solutions. For example, we rely on third parties for cash replenishment
services for our ATM products. These alliances introduce risks that we cannot
control such as non-performance by third parties and difficulties with or delays
in integrating elements provided by third parties into our solutions.

Lack of information technology infrastructure, manual processes, and data
integrity issues of smaller suppliers can also create product time delays,
inventory and invoicing problems, staging delays, as well as other operating
issues. The failure of third parties to provide high quality products or
services that conform to the required specifications or contractual arrangements
could impair the delivery of our solutions on a timely basis, create exposure
for non-compliance with our contractual commitments to our customers and impact
our business and operating results.

Acquisitions and Alliances
- --------------------------

Our ability to successfully integrate acquisitions or effectively manage
alliance activities will help drive future growth.

As part of our overall solutions strategy, we intend to continue to make
investments in companies, products, services and technologies, either through
acquisitions, joint ventures or strategic alliances. Acquisitions and alliance
activities inherently involve risks. The risks we may encounter include those
associated with assimilating and integrating different business operations and
control procedures, corporate cultures, personnel, infrastructures and
technologies or products acquired or

                                       21

<PAGE>

licensed, retaining key employees and the potential for unknown liabilities
within the acquired or combined business. The investment or alliance may also
disrupt our ongoing business, or we may not be able to successfully incorporate
acquired products, services or technologies into our solutions and maintain
quality. Further, we may not achieve the projected synergies once we have
integrated the business into our operations.

It is our policy not to discuss or comment upon negotiations regarding such
business combinations or divestitures until a definitive agreement is signed or
circumstances indicate a high degree of probability that a material transaction
will be consummated, unless the law requires otherwise.

Operating Result Fluctuations
- -----------------------------

Our revenues and operating results could fluctuate for a number of reasons.

Future operating results could continue to be subject to fluctuations based on a
variety of factors, including:

Seasonality. Our sales are historically seasonal, with revenue higher in the
fourth quarter of each year. During the three quarters ending in March, June and
September, we have historically experienced less favorable results than in the
quarter ending in December. Such seasonality also causes our working capital
cash flow requirements to vary from quarter to quarter depending on the
variability in the volume, timing and mix of product sales. In addition, revenue
in the third month of each quarter is typically higher than in the first and
second months. These factors, among other things, make forecasting more
difficult and may adversely affect our ability to predict financial results
accurately.

Acquisitions and Alliances. As part of our solutions strategy, we intend to
continue to selectively acquire technologies, products and businesses as well as
form strategic alliances and joint ventures. As these activities take place and
we begin to include the financial results related to these investments, our
operating results will fluctuate.

Cost/Expense Reductions. We are actively working to manage our costs and
expenses to continue to improve operating profitability without jeopardizing the
quality of our products or the efficiencies of our operations. We are also
striving to become the leading, low-cost provider of certain Financial Self
Service and Retail Store Automation solutions. Our success in achieving targeted
cost and expense reductions depends on a number of factors, including our
ability to achieve infrastructure rationalizations, drive lower component costs,
improve supply chain efficiencies, implement Six Sigma(R) practices, improve
accounts receivable collections, and reduce inventory overhead, among other
things. If we do not successfully complete our cost reduction initiatives, our
results of operation or financial condition could be adversely affected.

Contractual Obligations of Consulting Services. We maintain a professional
services consulting workforce to fulfill contracts that we enter into with our
customers that may extend to multiple periods. Our profitability may be impacted
if we are not able to control costs and maintain utilization rates. Our
profitability is largely a function of performing to customer contractual
arrangements within the estimated costs to perform these obligations. If we
exceed these estimated costs, our profitability under these contracts may be
negatively impacted. In addition, if we are not able to maintain appropriate
utilization rates for our professionals, we may not be able to sustain our
profitability.

Multinational Operations
- ------------------------

Continuing to generate substantial revenues from our multinational operations
helps to balance our risks and meet our strategic goals.

Currently, approximately 57% of our revenues come from outside the United
States. We believe that our geographic diversity may help to mitigate some risks
associated with geographic concentrations of operations (e.g., adverse changes
in foreign currency exchange rates, deteriorating economic environment or
business disruptions due to economic or political uncertainties). However, our
ability to sell our solutions domestically in the United States and
internationally is subject to the following risks, among others: general
economic and political conditions in each country which could adversely affect
demand for our solutions in these markets; currency exchange rate fluctuations
which could result in lower demand for our products as well as generate currency
translation losses; changes to and compliance with a variety of local laws and
regulations which may increase our cost of doing business in these markets or
otherwise prevent us from effectively competing in these markets; and the impact
of civil unrest relating to war and terrorist activity on the economy or markets
in general, or on our ability, or that of our suppliers, to meet commitments.

                                       22

<PAGE>

Work Environment
- ----------------

Employees. Our employees are vital to our success. Our ability to attract and
retain highly skilled technical, sales, consulting and other key personnel is
critical, as these key employees are difficult to replace. If we are not able to
attract or retain highly qualified employees by offering competitive
compensation, secure work environments and leadership opportunities now and in
the future, our business and operating results could be impacted.

Internal Controls / Accounting Policies and Practices / Information Systems. Our
internal controls, accounting policies and practices, and internal information
systems enable us to capture and process transactions in a timely and accurate
manner in compliance with generally accepted accounting principles, laws and
regulations, taxation requirements and federal securities laws and regulations.
While we believe these controls, policies, practices, and systems are adequate
to ensure data integrity, unanticipated and unauthorized actions of employees
could lead to improprieties that could impact our financial condition or results
of operation.

It is necessary periodically to replace, upgrade or modify our internal
information systems. If we are unable to replace, upgrade, or modify such
systems in a timely and cost effective manner, especially in light of strains on
information technology resources, our ability to capture and process financial
transactions and therefore our financial condition or results of operation may
be impacted.

Intellectual Property
- ---------------------

As a technology company, our intellectual property portfolio is key to our
future success.

Our intellectual property portfolio is a key component of our ability to be a
leading technology and services solutions provider. To that end, we aggressively
protect and work to enhance our proprietary rights in our intellectual property
through patent, copyright, trademark and trade secret laws, and if our efforts
fail, our business could be impacted. In addition, many of our offerings rely on
technologies developed by others, and if we are not able to continue to obtain
licenses for such technologies, our business would be impacted. There has been a
recent increase in the issuance of software and business method patents and more
companies are aggressively enforcing their intellectual property rights. This
trend could impact NCR because from time to time we receive notices from third
parties regarding patent and other intellectual property claims. Whether such
claims are with or without merit, they may require significant resources to
defend and, if an infringement claim is successful, in the event we are unable
to license the infringed technology or to substitute similar non-infringing
technology, our business could be adversely affected.

Economic Pressures
- ------------------

Our business is affected by the global economies in which we operate.

The recent economic downturn and the subsequent decline in capital spending by
many industries, particularly retail and telecommunications, could impact our
ability to meet our commitments to customers, the ability of our suppliers to
meet their commitments to us, the timing of purchases (including upgrades to
existing data warehousing solutions and retail point of sale solutions) by our
current and potential customers, or the ability of our customers to fulfill
their obligations to us on a timely basis. The extent of this impact, if any, is
dependent on a number of factors, including the duration and intensity of the
downturn, its effect on the markets in general and other general economic and
business conditions.

Environmental
- -------------

Our historical and ongoing manufacturing activities subject us to environmental
exposures.

We have been identified as a potentially responsible party in connection with
the certain environmental matters, including the Fox River matter, as further
described in "Environmental Matters" under Note 6 of Notes to Condensed
Consolidated Financial Statements, and we incorporate such discussion in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations by reference and make it a part of this risk factor.

                                       23

<PAGE>

Contingencies
- -------------

Like other technology companies, we face uncertainties with regard to
regulations, lawsuits and other related matters.

We are subject to proceedings, lawsuits, claims and other matters, including
those that relate to the environment, health and safety, employee benefits,
export compliance, intellectual property and other regulatory compliance and
general matters. Such matters are subject to the resolution of many
uncertainties; thus, outcomes are not predictable with assurance. While we
believe that amounts provided in our financial statements are currently adequate
in light of the probable and estimable liabilities, there can be no assurances
that the amounts required to discharge alleged liabilities from lawsuits, claims
and other legal proceedings and environmental matters, and to comply with
applicable environmental laws, will not impact future operating results.
Additionally, we are subject to diverse and complex laws and regulations,
including those relating to corporate governance, public disclosure and
reporting, which are rapidly changing and subject to many possible changes in
the future. Although we do not believe that recent regulatory and legal
initiatives will result in significant changes to our internal practices or our
operations, rapid changes in accounting standards, taxation requirements
(including tax rate changes, new tax laws, and revised tax interpretations), and
federal securities laws and regulations, among others, may create substantial
cost to our organization and could impact our future operating results.

Recently Issued Accounting Pronouncements

Statement of Financial Accounting Standards No. 145
In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections as of
April 2002" (SFAS 145). SFAS 145, rescinds FASB Statement No. 4, Reporting Gains
and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB
Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. SFAS 145 also rescinds FASB Statement No. 44, Accounting for
Intangible Assets of Motor Carriers. SFAS 145 amends FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS 145 also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of SFAS
145 shall be applied in fiscal years beginning after May 15, 2002. We do not
expect this standard to have any material impact on our consolidated financial
position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 146
In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS
146). SFAS 146 replaces EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)." This Statement requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. We will evaluate the impact of this standard on our
consolidated financial position, results of operations or cash flows prior to
the effective date of December 31, 2002.


                                       24

<PAGE>

Key Accounting Policies
- -----------------------
We are updating our key accounting policies as described in our 2001 Annual
Report to Stockholders and Form 10-K for the year ended December 31, 2001 by
adding a description of our Customer Service Maintenance Annuity Methodology to
the Use of Estimates disclosure. In addition, we are also clarifying
descriptions to our Pension, Postemployment and Postretirement disclosure.

Customer Service Maintenance Annuity Methodology: Methods used to develop
business segment financial information can be complex, and involve significant
management estimates and judgments. The current method used to develop business
segment financial information includes assigning customer revenue to the
appropriate segment using specific identification. Cost of revenue is allocated
based on a plan standard margin by segment with the over/under absorption to the
plan standard margin allocated based primarily on revenue as compared to plan.
Plan standard margins are developed with the following assumptions: historic
hours by customer engineer by segment driving salaries and salary related costs,
parts costs based on a plan percent of revenue, outside services based on
historic costs by segment, with the remainder of the costs allocated on revenue
and other methods. This methodology applies to Retail Store Automation,
Financial Self Service, Payment and Imaging, and Other as these segments utilize
a combined workforce and share some common parts. Customer services maintenance
costs are more directly aligned to the Data Warehousing segment thus fewer
estimates are utilized for this segment. Systemedia is not impacted by these
allocation methods. Management will continue to refine our financial reporting
processes, including this allocation methodology to reflect business trends.

Pension, Postemployment and Postretirement. We estimate the expected return on
plan assets, discount rate, involuntary turnover rate, rate of compensation
increase and future health care costs, among other things, and rely on actuarial
estimates, to assess the future potential liability and funding requirements of
our pension, postemployment (severance, disability, medical) and postretirement
(medical, life insurance) plans. These estimates, if incorrect, could have a
significant impact on our consolidated financial position, results of operations
or cash flows.

                                       25

<PAGE>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk
We are exposed to market risk, including changes in foreign currency exchange
rates and interest rates. We use a variety of measures to monitor and manage
these risks, including derivative financial instruments. Since a substantial
portion of our operations and revenue occur outside the U.S., and in currencies
other than the U.S. dollar, our results can be significantly impacted by changes
in foreign currency exchange rates. To manage our exposures to changes in
currency exchange rates, we enter into various derivative financial instruments
such as forward contracts and options. These instruments generally mature within
12 months. At inception, select derivative instruments are designated as
cash-flow hedges of inventory purchases and sales, and of certain financing
transactions that are firmly committed or forecasted. Gains and losses on
qualifying cash-flow hedge transactions are deferred and recognized in the
determination of income when the underlying transactions are realized, canceled
or otherwise terminated. When hedging certain foreign currency transactions of a
long-term investment nature, gains and losses are recorded in the currency
translation adjustment component of stockholders' equity. Gains and losses on
other foreign exchange contracts are recognized in other income or expense as
exchange rates change.

For purposes of potential risk analysis, we use sensitivity analysis to quantify
potential impacts that market rate changes may have on the fair values of our
hedge portfolio related to firmly committed or forecasted transactions. The
sensitivity analysis represents the hypothetical changes in value of the hedge
position and does not reflect the related gain or loss on the forecasted
underlying transaction. As of June 30, 2002 and 2001, a 10% appreciation in the
value of the U.S. dollar against foreign currencies from the prevailing market
rates would result in a $43 million increase or a $43 million increase in the
fair value of the hedge portfolio, respectively. Conversely, a 10% depreciation
of the U.S. dollar against foreign currencies from the prevailing market rates
would result in a $43 million decrease or an $8 million decrease in the fair
value of the hedge portfolio as of June 30, 2002 and 2001, respectively.

The interest rate risk associated with our borrowing and investing activities at
June 30, 2002 was not material in relation to our consolidated financial
position, results of operations or cash flows. Historically, we have not used
derivative financial instruments to alter the interest rate characteristics of
our investment holdings or debt instruments, but could do so in the future.

We utilize non-exchange traded financial instruments such as foreign exchange
forward contracts and options that we purchase exclusively from large financial
institutions. Additionally, we utilize put option contracts that are not
exchange traded as described in Note 5 of the Notes to Condensed Consolidated
Financial Statements. With respect to foreign exchange contracts, we record
these on our balance sheet at fair market value based upon market-price
quotations from the financial institutions. Accordingly, we do not enter into
non-exchange traded contracts that require the use of fair value estimation
techniques, and that would have a material impact on our financial results.

We are potentially subject to concentrations of credit risk on accounts
receivable and financial instruments such as hedging instruments, short-term
investments, and cash and cash equivalents. Credit risk includes the risk of
nonperformance by counterparties. The maximum potential loss may exceed the
amount recognized on the balance sheet. Exposure to credit risk is managed
through credit approvals, credit limits, selecting major international financial
institutions (as counterparties to hedging transactions) and monitoring
procedures. Our business often involves large transactions with customers, and
if one or more of those customers were to default in its obligations under
applicable contractual arrangements, we could be exposed to potentially
significant losses. Moreover, the recent downturn in the global economy could
have an adverse impact on the ability of our customers to pay their obligations
on a timely basis. However, we believe that the reserves for potential losses
are adequate. At June 30, 2002 and 2001, we did not have any major concentration
of credit risk related to financial instruments.

                                       26

<PAGE>


                           Part II. Other Information

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were three matters submitted to a vote of security holders during the
second quarter of 2002 in connection with NCR's Annual Meeting of Stockholders
on April 24, 2002. Item 4 of NCR's Report on Form 10-Q for the period ended
March 31, 2002, discusses such matters and we incorporate such discussion into
Item 4 of this report by reference and make it a part hereof.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits

     3.1       Articles of Amendment and Restatement of NCR Corporation as
               amended May 14, 1999 (incorporated by reference to Exhibit 3.1
               from the NCR Corporation Form 10-Q for the period ended June 30,
               1999) and Articles Supplementary of NCR Corporation (incorporated
               by reference to Exhibit 3.1 from the NCR Corporation Annual
               Report on Form 10-K for the year ended December 31, 1996 (the
               "1996 NCR Annual Report")).

     3.2       Bylaws of NCR Corporation, as amended and restated on July 24,
               2002.

     4.1       Common Stock Certificate of NCR Corporation (incorporated by
               reference to Exhibit 4.1 from the NCR Corporation Annual Report
               on Form 10-K for the year ended December 31, 1999).

     4.2       Preferred Share Purchase Rights Plan of NCR Corporation, dated as
               of December 31, 1996, by and between NCR Corporation and The
               First National Bank of Boston (incorporated by reference to
               Exhibit 4.2 from the 1996 NCR Annual Report).

     4.3       NCR Corporation hereby agrees to furnish the Securities and
               Exchange Commission, upon its request, a copy of any instrument
               which defines the rights of holders of long-term debt of NCR
               Corporation and all of its subsidiaries for which consolidated or
               unconsolidated financial statements are required to be filed, and
               which does not exceed 10% of the total assets of NCR Corporation
               and its subsidiaries on a consolidated basis.

     4.4       Indenture, dated as of June 1, 2002, between NCR Corporation and
               The Bank of New York.

     4.5       Registration Rights Agreement, dated June 6, 2002, by and between
               NCR Corporation and Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., BNY Capital Markets, Inc., Fleet Securities, Inc.,
               J.P. Morgan Securities Inc. and McDonald Investments Inc.,
               relating to $300,000,000 principal amount of 7.125% Senior Notes
               due 2009.

     4.6(a-c)  Terms of 7.125% Senior Notes due 2009, including the form of
               notes.

     10.1      Purchase Agreement, dated June 6, 2002, by and between NCR
               Corporation and Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., BNY Capital Markets, Inc., Fleet Securities, Inc.,
               J.P. Morgan Securities Inc. and McDonald Investments Inc.,
               relating to $ 300,000,000 principal amount of 7.125% Senior Notes
               due 2009.

                                       27

<PAGE>

        (b)    Reports on Form 8-K

          NCR filed a Current Report on Form 8-K dated April 23, 2002, which
          reported under Item 5 of such form the Press Release addressing NCR's
          results for the first quarter of 2002. NCR filed a Current Report on
          Form 8-K dated April 29, 2002, which reported under Item 5 of such
          form the purchase of 25,000 shares of NCR stock by Lars Nyberg,
          Chairman and Chief Executive Officer of NCR Corporation. NCR filed a
          Current Report on Form 8-K dated May 30, 2002, which reported under
          Item 5 of such form the Press Release announcing NCR's intention to
          raise $300 million through a Rule 144A offering of senior unsecured
          notes due in 2009.


Teradata is either a registered trademark or trademark in the United States
and/or other countries. UNIX is either a registered trademark or trademark of
The Open Group in the United States and/or other countries. Windows NT is either
a registered trademark or trademark of Microsoft Corporation in the United
States and/or other countries. Six Sigma is either a registered trademark or
trademark of Motorola, Inc. in the United States and/or other countries.

                                       28

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                              NCR CORPORATION

Date: August 13, 2002                         By: /s/ Earl Shanks
                                              ----------------------------------

                                              Earl Shanks, Senior Vice President
                                              and Chief Financial Officer

                                       29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>dex32.txt
<DESCRIPTION>NCR CORPORATION BYLAWS
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                                 NCR CORPORATION

                                   ----------

                                     BYLAWS

                    AS AMENDED AND RESTATED ON JULY 24, 2002

                                   ARTICLE I.

                                  STOCKHOLDERS

          Section 1.   The Corporation shall hold annually a regular meeting of
its stockholders for the election of the Directors and for the transaction of
general business at such place within the United States as the Board of
Directors shall determine and shall cause to be stated in the notice of such
meeting, on any business day during the 31-day period beginning on the third
Thursday of April of each year. Such annual meetings shall be general meetings,
that is to say, open for the transaction of any business within the powers of
the Corporation without special notice unless otherwise required by statute, by
the Charter (which term, as used in these Bylaws, shall include all amendments
to the Charter and all Articles Supplementary) or by these Bylaws. Failure to
hold an annual meeting at the designated time shall not, however, invalidate the
corporate existence or affect otherwise valid corporate acts.

          Section 2.   At any time in the interval between annual meetings,
special meetings of the stockholders may be called as provided in the Charter,
by the Chief Executive Officer, a President, by the Board of Directors or by the
holders of a majority of the then outstanding shares of common stock of the
Corporation. All such meetings shall be held within the United States. No
business other than that stated in the notice of the special meetings shall be
transacted at such special meeting.

          Section 3.   Written or printed notice of every annual or special
meeting of the stockholders shall be given to each stockholder entitled to vote
at such meeting, by leaving the same with him or at his residence or usual place
of business, by mailing it to him at his address as it appears upon the books of
the Corporation, or by transmitting it to him by electronic mail or any other
electronic means or as otherwise permitted by law, at least ten days and not
more than ninety days before such meeting. Notice of every special meeting shall
state the place, day and hour of such meeting and the business proposed to be
transacted thereat; and no business shall be transacted at such meeting except
that specifically named in the notice. Failure to give notice of any annual
meeting, or any irregularity in such notice, shall not affect the validity of
any annual meeting if held at the time and place fixed by Section 1 of this
Article I, or the validity of any proceedings at any such meeting (other than
proceedings of which special notice is required by statute, by the Charter or by
these Bylaws). No notice of an adjourned or postponed meeting of stockholders
need be given, except as required by law.

<PAGE>

          Section 4.   The Chairman of any special or annual meeting of
stockholders may adjourn or postpone the meeting from time to time, whether or
not a quorum is present. No notice of the time and place of adjourned or
postponed meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment or postponement, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. At any such
adjourned or postponed meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as originally
notified. Except as required by statute, or as provided in the Charter or in
these Bylaws, a majority of all votes cast at a duly called special or annual
meeting of stockholders at which a quorum is present shall be sufficient to
approve any matter which properly comes before the meeting, including the
election of Directors.

          Section 5.   Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy, but no proxy which is dated
more than eleven months before the meeting at which it is offered shall be
accepted, unless such proxy shall, on its face, name a longer or shorter period
for which it is to remain in force. A stockholder may authorize another person
or persons to act as his proxy to the extent permitted by law.

          Section 6.   At any meeting of the stockholders, the polls shall be
opened and closed, the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by the Chairman of the
Meeting.

          Section 7.   At each meeting of the stockholders, a full, true and
complete list in alphabetical order, or in alphabetical order by classes or
series of stock, of all stockholders entitled to vote at such meeting,
indicating the number and classes or series of shares held by each, shall be
furnished by the Secretary.

          Section 8.   (a) Annual Meetings of Stockholders.

     (1) Nominations of persons for election to the Board of Directors of the
     Corporation and the proposal of business to be considered by the
     stockholders may be made at an annual meeting of stockholders (a) pursuant
     to the Corporation's notice of meeting pursuant to these Bylaws, (b) by or
     at the direction of the Board of Directors, or (c) by any stockholder of
     the Corporation who was a stockholder of record at the time of giving of
     notice provided for in this Bylaw, who is entitled to vote at the meeting
     and who complies with the notice procedures set forth in this Bylaw.

     (2) For nominations or other business to be properly brought before an
     annual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1)
     of this Bylaw, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation and such other business must
     otherwise be a proper matter for stockholder action. To be timely, a
     stockholder's notice shall be delivered to the Secretary at the principal
     executive offices of the Corporation not later than the close of business
     on the 90th calendar day nor

                                       -2-

<PAGE>

     earlier than the close of business on the 120th calendar day prior to the
     first anniversary of the preceding year's annual meeting; provided,
     however, that in the event that the date of the annual meeting is more than
     thirty calendar days before or more than sixty calendar days after such
     anniversary date, notice by the stockholder to be timely must be so
     delivered not earlier than the close of business on the 120th calendar day
     prior to such annual meeting and not later than the close of business on
     the later of the 90th calendar day prior to such annual meeting or the 10th
     calendar day following the calendar day on which public announcement of the
     date of such meeting is first made by the Corporation. For purposes of
     determining whether a stockholder's notice shall have been delivered in a
     timely manner for the annual meeting of stockholders in 1997, the first
     anniversary of the previous year's meeting shall be deemed to be April 16,
     1997. In no event shall the public announcement of an adjournment or
     postponement of an annual meeting commence a new time period for the giving
     of a stockholder's notice as described above. Such stockholder's notice
     shall set forth (a) as to each person whom the stockholder proposes to
     nominate for election or reelection as a Director all information relating
     to such person that is required to be disclosed in solicitations of proxies
     for election of Directors in an election contest, or is otherwise required,
     in each case pursuant to Regulation 14A under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
     (including such person's written consent to being named in the proxy
     statement as a nominee and to serving as a Director if elected); (b) as to
     any other business that the stockholder proposes to bring before the
     meeting, a brief description of the business desired to be brought before
     the meeting, the reasons for conducting such business at the meeting and
     any material interest in such business of such stockholder and the
     beneficial owner, if any, on whose behalf the proposal is made; and (c) as
     to the stockholder giving the notice and the beneficial owner, if any, on
     whose behalf the nomination or proposal is made (i) the name and address of
     such stockholder, as they appear on the Corporation's books, and of such
     beneficial owner and (ii) the class and number of shares of the Corporation
     which are owned beneficially and of record by such stockholder and such
     beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of
     this Bylaw to the contrary, in the event that the number of Directors to be
     elected to the Board of Directors of the Corporation is increased and there
     is no public announcement by the Corporation naming all of the nominees for
     Director or specifying the size of the increased Board of Directors at
     least 100 calendar days prior to the first anniversary of the preceding
     year's annual meeting, a stockholder's notice required by this Bylaw shall
     also be considered timely, but only with respect to nominees for any new
     positions created by such increase, if it shall be delivered to the
     Secretary at the principal executive offices of the Corporation not later
     than the close of business on the 10th calendar day following the day on
     which such public announcement is first made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
     at a special meeting of stockholders as shall have been brought before the
     meeting pursuant to Section 2 of Article I of these Bylaws. Nominations of
     persons for election to the Board of Directors may be made at a special
     meeting of stockholders at which Directors are to

                                       -3-

<PAGE>

     be elected pursuant to the Corporation's notice of meeting (a) by or at the
     direction of the Board of Directors, (b) provided that the Board of
     Directors has determined that Directors shall be elected at such meeting,
     by any stockholder of the Corporation who is a stockholder of record at the
     time of giving of notice provided for in this Bylaw, who shall be entitled
     to vote at the meeting and who complies with the notice procedures set
     forth in this Bylaw. In the event the Corporation calls a special meeting
     of stockholders for the purpose of electing one or more Directors to the
     Board of Directors, any stockholder may nominate a person or persons (as
     the case may be), for election to such position(s) as specified in the
     Corporation's notice of meeting pursuant to such clause (b), if the
     stockholder complies with the notice procedures set forth in paragraph
     (a)(2) of this Bylaw and if the stockholder's notice required by paragraph
     (a)(2) of this Bylaw shall be delivered to the Secretary at the principal
     executive offices of the Corporation not earlier than the close of business
     on the 120th calendar day prior to such special meeting and not later than
     the close of business on the later of the 90th calendar day prior to such
     special meeting or the 10th calendar day following the day on which public
     announcement is first made of the date of the special meeting and of the
     nominees proposed by the Board of Directors to be elected at such meeting.
     In no event shall the public announcement of an adjournment or postponement
     of a special meeting commence a new time period for the giving of a
     stockholder's notice as described above.

     (c) General.

     (1) Only such persons who are nominated in accordance with the procedures
     set forth in this Bylaw shall be eligible to serve as Directors and only
     such business shall be conducted at a meeting of stockholders as shall have
     been brought before the meeting in accordance with the procedures set forth
     in this Bylaw. Except as otherwise provided by law, the Charter or these
     Bylaws, the Chairman of the meeting shall have the power and duty to
     determine whether a nomination or any business proposed to be brought
     before the meeting was made or proposed, as the case may be, in accordance
     with the procedures set forth in this Bylaw and, if any proposed nomination
     or business is not in compliance with this Bylaw, to declare that such
     defective proposal or nomination shall be disregarded.

     (2) For purposes of this Bylaw, "public announcement" shall mean disclosure
     in a press release reported by the Dow Jones News Service, Associated Press
     or comparable national news service or in a document publicly filed by the
     Corporation with the Securities and Exchange Commission pursuant to Section
     13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder
     shall also comply with all applicable requirements of state law and of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
     affect any rights (a) of stockholders to request inclusion of proposals in
     the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
     Act, (b) of the holders of any series of Preferred Stock to elect Directors

                                       -4-

<PAGE>

     under an applicable Articles Supplementary (as defined in the Corporation's
     Charter), or (c) of the Corporation to omit proposals pursuant to Rule
     14a-8 under the Exchange Act.

          Section 9.   No matter shall be considered at any meeting of the
stockholders except upon a motion duly made and seconded. Any motion or second
of a motion shall be made only by a natural person present at the meeting who
either is a stockholder of the Company or is acting on behalf of a stockholder
of the Company, provided, that if the person is acting on behalf of a
stockholder, he or she must present a written statement executed by the
stockholder or the duly authorized attorney of the stockholder on whose behalf
he or she purports to act.

          Section 10.  At each meeting of the stockholders, the order of
business and the procedures to be followed in conducting such business shall be
determined by the presiding officer at the meeting in accordance with the law,
the Charter and these Bylaws. The presiding officer at each meeting shall be
appointed by the Board of Directors prior to the meeting.

          Section 11.  The acquisition of shares of common stock of the
Corporation by any existing or future stockholders or their affiliates or
associates shall be exempt from all of the provisions of Subtitle 7 (entitled
"Voting Rights of Certain Control Shares") of title 3 of the Maryland General
Corporation Law, as amended.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

          Section 1.   Subject to the restrictions contained in the Charter and
these Bylaws, the business and property of the Corporation shall be managed
under the direction of its Board of Directors, which may exercise all the powers
of the Corporation except such as by statute, by the Charter, or by these
Bylaws, are conferred upon or reserved to the stockholders. The Board of
Directors shall have the power to fix the compensation of its members and shall
provide for the payment of the expenses of Directors in attending meetings of
the Board of Directors and of any committee of the Board of Directors.

          Section 2.   Subject to removal, death, resignation or retirement of
a Director, a Director shall hold office until the annual meeting of the
stockholders for the year in which such Director's term expires and until a
successor shall be elected and qualified, or a successor appointed as provided
in Section 7.1(d) of the Charter.

          Section 3.   (a) From time to time, the number of Directors may be
increased to not more than 20, or decreased to not less than 3, upon resolution
approved by a majority of the total number of Directors which the Corporation
would have if there were no vacancies (the "Whole Board"). The Directors, other
than those who may be elected in accordance with the terms of any Articles
Supplementary, shall be divided into three classes. Each such class shall
consist, as nearly as may be possible, of one-third of the total number of
Directors, and any

                                       -5-

<PAGE>

remaining Directors shall be included with such group or groups as the Board of
Directors shall designate. At the annual meeting of the stockholders of the
Corporation for 1996, a class of Directors shall be elected for a one-year term,
a class of Directors shall be elected for a two-year term, and a class of
Directors shall be elected for a three-year term. At each succeeding annual
meeting of stockholders, beginning with 1997, successors to the class of
Directors whose term expires at that annual meeting shall be elected for a
three-year term. If the number of Directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of Directors
in each class as nearly equal as possible, but in no case shall a decrease in
the number of Directors shorten the term of any incumbent Director.

          (b) Except as provided by law with respect to Directors elected by
stockholders of a class or series, any Director or the entire Board of Directors
may be removed for cause by the affirmative vote of the holders of not less than
80% of the voting power of all Voting Stock (as defined in the Charter) then
outstanding, voting together as a single class. Subject to such removal, or the
death, resignation or retirement of a Director, a Director shall hold office
until the annual meeting of the stockholders for the year in which such
Director's term expires and until a successor shall be elected and qualified,
except as provided in Section 7.1(d) of the Charter.

          (c) Except as provided by law with respect to Directors elected by
stockholders of a class or series, a vacancy on the Board of Directors which
results from the removal of a Director may be filled by the affirmative vote of
the holders of not less than 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, and a vacancy which results
from any such removal or from any other cause may be filled by a majority of the
remaining Directors, whether or not sufficient to constitute a quorum. Any
Director so elected by the Board of Directors shall hold office until the next
annual meeting of stockholders and until his successor is elected and qualified
and any Director so elected by the stockholders shall hold office for the
remainder of the term of the removed Director. No decrease in the number of
Directors constituting the Board of Directors shall shorten the term of any
incumbent Director.

          Section 4.   The Board of Directors shall meet for the election of
officers and for the transaction of any other business as soon as practicable
after the annual meeting of stockholders. Other regular meetings of the Board of
Directors shall be held at such times and from time to time as may be fixed by
the Board of Directors or the Chairman, and on not less than 48 hours' notice,
given in such manner as the Board of Directors or the Chairman may determine.
Special meetings of the Board of Directors shall be held at such times and from
time to time pursuant to call of the Chairman of the Board or of the Chief
Executive Officer, if the Chief Executive Officer is also a Director, with
notice thereof given in writing or by telephonic or other means of communication
in such manner as the Chairman of the Board or the Chief Executive Officer, as
the case may be, may determine.

          Section 5.   Regular and special meetings of the Board of Directors
may be held at such place or places within or without the State of Maryland as
the Board of Directors may from time to time determine.

                                       -6-

<PAGE>

          Section 6.   A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but if, at any meeting of the Board of
Directors, there shall be less than a quorum present, the Directors present at
the meeting, without further notice, may adjourn the same from time to time, not
exceeding ten days at any one time, until a quorum shall attend. Except as
required by statute, or as provided in the Charter or these Bylaws, a majority
of the Directors present at any meeting at which a quorum is present shall
decide any questions that may come before the meeting.

                                  ARTICLE III.

                      COMMITTEES OF THE BOARD OF DIRECTORS

EXECUTIVE COMMITTEE

          Section 1.   The Board of Directors may elect an Executive Committee
consisting of three or more Directors. If such a Committee is established, the
Board of Directors shall appoint one of the members of the Executive Committee
to the office of Chairman of the Executive Committee. The Chairman and other
members of the Executive Committee shall hold office until the first meeting of
the Board of Directors following the annual meeting of stockholders next
succeeding their respective elections or until removed by the Board of Directors
or until they shall cease to be Directors. Vacancies in the Executive Committee
or in the office of Chairman of the Executive Committee shall be filled by the
Board of Directors.

          Section 2.   If such a Committee is established, all the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, except as otherwise provided by the Maryland General Corporation
Law, the Charter and these Bylaws, shall vest in the Executive Committee, when
the Board of Directors is not in session.

AUDIT AND FINANCE COMMITTEE

          Section 3.   The Board of Directors may elect an Audit and Finance
Committee consisting of three or more Directors. The Board of Directors shall
appoint one of the members of the Audit and Finance Committee to the office of
Chairman of the Audit and Finance Committee. The Chairman and other members of
the Audit and Finance Committee shall hold office until the first meeting of the
Board of Directors following the annual meeting of stockholders next succeeding
their respective elections or until removed by the Board of Directors or until
they shall cease to be Directors. Vacancies in the Audit and Finance Committee
or in the office of Chairman of the Audit and Finance Committee shall be filled
by the Board of Directors.

                                       -7-

<PAGE>

COMPENSATION COMMITTEE

          Section 4.   The Board of Directors may elect a Compensation Committee
consisting of three or more Directors. The Board of Directors shall appoint one
of the members of the Compensation Committee to the office of Chairman of the
Compensation Committee. The Chairman and other members of the Compensation
Committee shall hold office until the first meeting of the Board of Directors
following the annual meeting of stockholders next succeeding their respective
elections or until removed by the Board of Directors or until they shall cease
to be Directors. Vacancies in the Compensation Committee or in the office of
Chairman of the Compensation Committee shall be filled by the Board of
Directors.

COMMITTEE ON DIRECTORS AND GOVERNANCE

          Section 5.   The Board of Directors may elect a Committee on Directors
and Governance consisting of three or more Directors. The Board of Directors
shall appoint one of the members of the Committee on Directors and Governance to
the office of Chairman of the Committee on Directors and Governance. The
Chairman and other members of the Committee on Directors and Governance shall
hold office until the first meeting of the Board of Directors following the
annual meeting of stockholders next succeeding their respective elections or
until removed by the Board of Directors or until they shall cease to be
Directors. Vacancies in the Committee on Directors and Governance or in the
office of Chairman of the Committee on Directors and Governance shall be filled
by the Board of Directors.

OTHER COMMITTEES

          Section 6.   The Board of Directors may, by resolution adopted by a
majority of the entire Board, designate one or more additional committees, each
of which shall consist of one or more Directors of the Corporation, and if it
elects such a committee, shall appoint one of the members of the committee to be
Chairman thereof.

MEETINGS OF COMMITTEES

          Section 7.   The Executive Committee and each other committee shall
meet from time to time on call of its Chairman or on call of any one or more of
its members or the Chairman of the Board for the transaction of any business.

          Section 8.   At any meeting, however called, of the Executive
Committee and each other committee, a majority of its members shall constitute a
quorum for the transaction of business. A majority of such quorum shall decide
any matter that may come before the meeting.

          Section 9.   The Executive Committee and each other committee shall
keep minutes of its proceedings.

                                       -8-

<PAGE>

                                   ARTICLE IV.

                                    OFFICERS

          Section 1.   The Board of Directors shall appoint one of their number
as Chairman of the Board and may appoint one of their number as Honorary
Chairman of the Board. In addition, the Board of Directors may appoint one of
their number as Acting Chairman of the Board. All of the duties and powers of
the Chairman of the Board shall be vested in the Acting Chairman of the Board in
the event of the absence of the Chairman or in the event that the Chairman
ceases, for any reason, to be a member of the Board and the Board has not yet
elected a successor. The Board of Directors shall appoint a Chief Executive
Officer who may also be a Director. The Board of Directors may also appoint one
or more Presidents, Senior Vice Presidents and Vice Presidents, who need not be
Directors, and such other officers and agents with such powers and duties as the
Board of Directors may prescribe. The Chief Executive Officer shall appoint a
Treasurer and a Secretary, neither of whom need be a Director, and may appoint a
controller and one or more Assistant Vice Presidents, Assistant Controllers,
Assistant Secretaries and Assistant Treasurers, none of whom need be a Director.
All said officers shall hold office until the first meeting of the Board of
Directors following the annual meeting of the stockholders next succeeding their
respective elections, and until their successors are appointed and qualify. Any
two of said offices, except those of President and Senior Vice President or Vice
President, may, at the discretion of the Board of Directors, be held by the same
person.

          Section 2.   Subject to any supervisory duties that may be given to
the Chairman of the Board by the Board of Directors, the Chief Executive Officer
shall have direct supervision and authority over the affairs of the Corporation.
If the Chief Executive Officer is also a Director, and in the absence of the
Chairman of the Board, the Chief Executive Officer shall preside at all meetings
of the Board of Directors at which he shall be present. He shall make a report
of the operation of the Corporation for the preceding fiscal year to the
stockholders at their annual meeting and shall perform such other duties as are
incident to his office, or as from time to time may be assigned to him by the
Board of Directors or the Executive Committee, or by these Bylaws.

          Section 3.   The Chairman of the Board shall preside at all meetings
of the Board of Directors at which he shall be present and shall have such other
powers and duties as from time to time may be assigned to him by the Board of
Directors or the Executive Committee or by these Bylaws.

          Section 4.   The Chairman of the Executive Committee shall preside at
all meetings of the Executive Committee at which he shall be present and, in the
absence of the Chairman of the Board and the Chief Executive Officer, if the
Chief Executive Officer is also a Director, shall preside at all meetings of the
Board of Directors at which he shall be present.

          Section 5.   Except as otherwise provided in these Bylaws, the
Presidents shall perform the duties and exercise all the functions of the Chief
Executive Officer in his absence or during his inability to act, in such manner
as from time to time may be determined by the Board

                                       -9-

<PAGE>

of Directors or by the Executive Committee. The Presidents, Senior Vice
Presidents and Vice Presidents shall have such other powers, and perform such
other duties, as may be assigned to him or them by the Board of Directors, the
Executive Committee, the Chairman of the Executive Committee, the Chief
Executive Officer, or these Bylaws.

          Section 6.   The Secretary shall issue notices for all meetings, shall
keep the minutes of all meetings, shall have charge of the records of the
Corporation, and shall make such reports and perform such other duties as are
incident to his office or are required of him by the Board of Directors, the
Chairman of the Board, the Executive Committee, the Chairman of the Executive
Committee, the Chief Executive Officer, or these Bylaws.

          Section 7.   The Treasurer shall have charge of all monies and
securities of the Corporation and shall cause regular books of account to be
kept. The Treasurer shall perform all duties incident to his office or are
required by him of the Board of Directors, the Chairman of the Board, the
Executive Committee, the Chairman of the Executive Committee, the Chief
Executive Officer or these Bylaws, and may be required to give bond for the
faithful performance of his duties in such sum and with such surety as may be
required by the Board of Directors or the Executive Committee.

                                   ARTICLE V.

                   ANNUAL STATEMENT OF AFFAIRS AND FISCAL YEAR

          Section 1.   There shall be prepared annually a full and correct
statement of the affairs of the Corporation, to include a balance sheet and a
financial statement of the operations for the preceding fiscal year. The
statement of affairs shall be submitted at the annual meeting of the
stockholders and not more than twenty (20) days after the meeting, placed on
file at the Corporation's principal office. Such statement shall be prepared or
caused to be prepared by such executive officer of the Corporation as may be
designated by the Board of Directors. If no other executive officer is so
designated, it shall be the duty of the Chief Executive Officer to prepare or
cause to be prepared such statement.

          Section 2.   The fiscal year of the Corporation shall end on the
thirty-first day of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.

                                   ARTICLE VI.

                                      SEAL

          The Board of Directors shall provide (with one or more duplicates) a
suitable seal, containing the name of the Corporation, which shall be in the
charge of the Secretary or Assistant Secretaries.

                                      -10-

<PAGE>

                                  ARTICLE VII.

                                      STOCK

          Section 1.   Shares of capital stock of the Corporation may be issued
as share certificates or may be uncertificated. If issued as share certificates,
such certificates shall be issued in such form as may be approved by the Board
of Directors and shall be signed by the Chief Executive Officer, the Chairman of
the Board, a President, a Senior Vice President or a Vice President, and also
countersigned by one of the following: the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary; and shall be sealed with the seal of
the Corporation (which may be in the form of a facsimile of the seal of the
Corporation).

          Section 2.   The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue and registration of certificates of stock, provided, however, that it
shall conform to all requirements of any stock exchange upon which any class of
its stock is listed.

          Section 3.   The Board of Directors at any time by resolution may
direct that the stock transfer books be closed for a period not exceeding twenty
days immediately preceding any annual or special meeting of the stockholders, or
the payment of any dividend or any allotment of rights. In lieu of providing for
the closing of the books against transfers of stock as aforesaid the Board of
Directors may fix a date, not less than ten days nor more than ninety days
preceding the date of any meeting of stockholders, and not more than ninety days
preceding any dividend payment date or the date of any allotment of rights, as a
record date for the determination of the stockholders entitled to notice of and
to vote at such meeting, or entitled to receive such dividends or rights, as the
case may be.

          Section 4.   In case any certificate of stock is lost, stolen,
mutilated or destroyed, the Board of Directors shall authorize the issue of a
new certificate in place thereof upon such terms and conditions as it may deem
advisable.

                                  ARTICLE VIII.

                            EXECUTION OF INSTRUMENTS

          All checks, drafts, bills of exchange, acceptances, debentures, bonds,
coupons, notes or other obligations or evidences of indebtedness of the
Corporation and also all deeds, mortgages, indentures, bills of sale,
assignments, conveyances or other instruments of transfer, contracts,
agreements, licenses, endorsements, stock powers, dividend orders, powers of
attorney, proxies, waivers, consents, returns, reports, applications,
appearances, complaints, declarations, petitions, stipulations, answers,
denials, certificates, demands, notices or documents, instruments or writings of
any nature shall be signed, executed, verified, acknowledged and delivered by
such officers, agents or employees of the Corporation, or any one of them, and
in such manner, as from time to time may be determined by the Board of Directors
or by the Executive Committee, except as provided by statute, by the Charter or
by these Bylaws.

                                      -11-

<PAGE>

                                   ARTICLE IX.

                          WAIVER OF NOTICE OF MEETINGS

          Section 1.   Notice of the time, place and/or purposes of any meeting
of stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; if any stockholder shall, in writing
filed with the records of the meeting either before or after the holding
thereof, waive notice of any stockholders meeting, notice thereof need not be
given to him.

          Section 2.   Notice of any meeting of the Board of Directors need not
be given to any Director if he shall, in writing filed with the records of the
meeting either before or after the holding thereof, waive such notice; and any
meeting of the Board of Directors shall be a legal meeting without notice
thereof having been given, if all the Directors shall be present thereat.

                                   ARTICLE X.

                               AMENDMENT TO BYLAWS

          Section 1.   These Bylaws may be altered or repealed and new Bylaws
may be adopted (a) at any annual or special meeting of stockholders by the
affirmative vote of the holders of a majority of the voting power of the stock
issued and outstanding and entitled to vote thereat, provided, however, that to
the extent set forth in the Charter any proposed alteration or repeal of, or the
adoption of, any Bylaw shall require the affirmative vote of the holders of at
least 80% of the voting power of all Voting Stock (as defined in the Charter)
then outstanding, voting together as a single class, and provided, further,
however, that, in the case of any such stockholder action at a special meeting
of stockholders, notice of the proposed alteration, repeal or adoption of the
new Bylaw or Bylaws must be contained in the notice of such special meeting, or
(b) by the affirmative vote of a majority of the Whole Board.

                                   ARTICLE XI.

                                 INDEMNIFICATION

          Section 1.   The provisions of Section 2-418 of the Maryland General
Corporation Law, as in effect from time to time, and any successor thereto, are
hereby incorporated by reference in these Bylaws.

          Section 2.   Subject to the provisions of Section 4 of this Article
XI, the Corporation (a) shall indemnify its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the

                                      -12-

<PAGE>

State of Maryland now or hereafter in force, including the advance of expenses
under the procedures set forth in Section 3 hereof and to the full extent
permitted by law and (b) may indemnify other employees and agents to such
extent, if any, as shall be authorized by the Board of Directors and be
permitted by law, and may advance expenses to employees and agents under the
procedures set forth in Section 5 hereof. For purposes of this Article XI, the
"advance of expenses" shall include the providing by the Corporation to a
Director, officer, employee or agent who has been named a party to a proceeding,
of legal representation by, or at the expense of, the Corporation.

          Section 3.   Any indemnification of an officer or Director or advance
of expenses to an officer or Director in advance of the final disposition of any
proceeding, shall be made promptly, and in any event within sixty (60) days,
upon the written request of the Director or officer entitled to request
indemnification. A request for advance of expenses shall contain the affirmation
and undertaking described in Section 5 hereof and be delivered to the General
Counsel of the Corporation or to the Chairman of the Board. The right of an
officer or Director to indemnification and advance of expenses hereunder shall
be enforceable by the officer or Director entitled to request indemnification in
any court of competent jurisdiction, if (a) the Corporation denies such request,
in whole or in part, or (b) no disposition thereof is made within sixty (60)
days. The costs and expenses incurred by the officer or Director entitled to
request indemnification in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such action shall, subject
to Section 4 hereof, also be indemnified by the Corporation. All rights of an
officer or Director to indemnification and advance of expenses hereunder shall
be deemed to be a contract between the Corporation and each Director or officer
of the Corporation who serves or served in such capacity at any time while this
Article XI is in effect.

          Section 4.   Anything in this Article XI to the contrary
notwithstanding except in circumstances where indemnification is required under
the General Laws of the State of Maryland now or hereafter in force, no
indemnification of a Director or officer may be made hereunder unless a
determination has been made in accordance with the procedures set forth in
Section 2-418(a) of the Maryland General Corporation Law, as in effect from time
to time and any successor thereto, that the officer or Director requesting
indemnification has met the requisite standard of conduct. An officer or
Director requesting indemnification shall have met the requisite standard of
conduct unless it is established that: (a) the act or omission of the Director
or officer was material to the matter giving rise to the proceeding, and (i) was
committed in bad faith, or (ii) was the result of active and deliberate
dishonesty; or (b) the Director or officer actually received an improper benefit
in money, property or services; or (c) in the case of a criminal proceeding, the
Director or officer had reasonable cause to believe the act or omission was
unlawful.

          Section 5.   The Corporation may advance expenses, prior to the final
disposition of any proceeding, to or on behalf of an employee or agent of the
Corporation who is a party to a proceeding as to action while employed by or on
behalf of the Corporation and who is neither an officer nor Director of the
Corporation upon (a) the submission by the employee or agent to the General
Counsel of the Corporation of a written affirmation that it is such employee's
or agent's

                                      -13-

<PAGE>

good faith belief that such employee or agent has met the standard of conduct as
set forth in Section 4 hereof and an undertaking by such employee or agent to
reimburse the Corporation for the advance of expenses by the Corporation to or
on behalf of such employee or agent if it shall ultimately be determined that
the standard of conduct has not been met and (b) the determination by the
General Counsel, in his discretion, that advance of expenses to the employee or
agent is appropriate in light of all of the circumstances, subject to such
additional conditions and restrictions not inconsistent with this Article XI as
the General Counsel shall impose.

          Section 6.   The indemnification and advance of expenses provided by
this Article XI (a) shall not be deemed exclusive of any other rights to which a
person requesting indemnification or advance of expenses may be entitled under
any law (common or statutory), or any agreement, vote of stockholders or
disinterested Directors or other provision that is not contrary to law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, (b) shall continue in respect of all events occurring while a
person was a Director, officer, employee or agent of the Corporation, and (c)
shall inure to the benefit of the estate, heirs, executors and administrators of
such person.

          Section 7.   This Article XI shall be effective from and after the
date of its adoption and shall apply to all proceedings arising prior to or
after such date, regardless of whether relating to facts or circumstances
occurring prior to or after such date. Subject to Article X of these Bylaws
nothing herein shall prevent the amendment of this Article XI, provided that no
such amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before the adoption of such amendment or as to
claims made after such adoption in respect of events occurring before such
adoption.

          Section 8.   The Board of Directors may take such action as is
necessary to carry out the indemnification provisions of this Article XI and is
expressly empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.

                                      -14-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>dex44.txt
<DESCRIPTION>NCR CORP AND BANK OF NEW YORK INDENTURE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.4


                                 NCR CORPORATION

                                       AND

                        THE BANK OF NEW YORK, as Trustee

                                   ----------

                                    INDENTURE

                            Dated as of June 1, 2002

                                   ----------

<PAGE>


                             CROSS REFERENCE SHEET *

         Provisions of Trust Indenture Act of 1939, as amended, and Indenture to
be dated as of June 1, 2002, between NCR Corporation and The Bank of New York,
as Trustee:

   Section of the Act                            Section of Indenture
   ------------------                            --------------------

310(a)(1) and (2)                                6.9
310(a)(3) and (4)                                Inapplicable
310(b)                                           6.8 and 6.10(a), (b) and (d)
310(c)                                           Inapplicable
311(a)                                           6.13
311(b)                                           6.13
311(c)                                           Inapplicable
312(a)                                           4.1 and 4.2(a)
312(b)                                           4.2(a) and (b)
312(c)                                           4.2(c)
313(a)                                           4.4(a) and (b)
313(b)(1)                                        Inapplicable
313(b)(2)                                        4.4
313(c)                                           4.4
313(d)                                           4.4
314(a)                                           4.3
314(b)                                           Inapplicable
314(c)(1) and (2)                                11.5
314(c)(3)                                        Inapplicable
314(d)                                           Inapplicable
314(e)                                           11.5
314(f)                                           Inapplicable
315(a), (c) and (d)                              6.1
315(b)                                           5.11
315(e)                                           5.12
316(a)(1)                                        5.9 and 5.10
316(a)(2)                                        Not required
316(a)(last sentence)                            7.4
316(b)                                           5.7
316(c)                                           7.6
317(a)                                           5.2
317(b)                                           3.4(a) and (b)
318(a)                                           11.7

- ----------
*    This Cross Reference Sheet is not part of the Indenture.

<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE ONE              DEFINITIONS..........................................................................  1

         SECTION 1.1         Certain Terms Defined............................................................  1

         SECTION 1.2         Incorporation by Reference of Trust Indenture Act................................  7

ARTICLE TWO              SECURITIES...........................................................................  7

         SECTION 2.1         Forms Generally..................................................................  7

         SECTION 2.2         Form of Trustee's Certificate of Authentication..................................  8

         SECTION 2.3         Amount Unlimited; Issuable in Series.............................................  8

         SECTION 2.4         Authentication and Delivery of Securities........................................ 11

         SECTION 2.5         Execution of Securities.......................................................... 13

         SECTION 2.6         Certificate of Authentication.................................................... 13

         SECTION 2.7         Denomination and Date of Securities; Payments of Interest........................ 13

         SECTION 2.8         Registration, Transfer and Exchange.............................................. 15

         SECTION 2.9         Mutilated, Defaced, Destroyed, Lost and Stolen Securities........................ 17

         SECTION 2.10        Cancellation of Securities....................................................... 18

         SECTION 2.11        Temporary Securities............................................................. 18

         SECTION 2.12        Currency and Manner of Payments in Respect of Securities......................... 18

         SECTION 2.13        Compliance with Certain Laws and Regulations..................................... 22

         SECTION 2.14        CUSIP Numbers.................................................................... 22

         SECTION 2.15        Securities in Global Form........................................................ 22

ARTICLE THREE            COVENANTS OF THE ISSUER.............................................................. 23

         SECTION 3.1         Payment of Principal and Interest................................................ 23

         SECTION 3.2         Offices for Payment, etc......................................................... 23

         SECTION 3.3         Appointment to Fill a Vacancy in Office of Trustee............................... 24

         SECTION 3.4         Paying Agents.................................................................... 24

         SECTION 3.5         Written Statement to Trustee..................................................... 25

         SECTION 3.6         Limitation on Liens.............................................................. 25

         SECTION 3.7         Limitation on Sale and Lease-Back................................................ 28

         SECTION 3.8         Additional Amounts............................................................... 28

         SECTION 3.9         Calculation of Original Issue Discount........................................... 29

ARTICLE FOUR             SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE..................... 29

         SECTION 4.1         Company to Furnish Trustee Information as to Names and Addresses of
                             Securityholders.................................................................. 29
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         SECTION 4.2         Preservation and Disclosure of Securityholders' Lists............................ 30

         SECTION 4.3         Reports by the Company........................................................... 31

         SECTION 4.4         Reports by the Trustee........................................................... 32

ARTICLE FIVE             REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT...................... 32

         SECTION 5.1         Event of Default Defined; Acceleration of Maturity; Waiver of Default............ 32

         SECTION 5.2         Collection of Indebtedness by Trustee; Trustee May Prove Debt.................... 34

         SECTION 5.3         Application of Proceeds.......................................................... 36

         SECTION 5.4         Suits for Enforcement............................................................ 37

         SECTION 5.5         Restoration of Rights on Abandonment of Proceedings.............................. 37

         SECTION 5.6         Limitations on Suits by Securityholders.......................................... 37

         SECTION 5.7         Unconditional Right of Securityholders to Institute Certain Suits................ 38

         SECTION 5.8         Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.......... 38

         SECTION 5.9         Control by Securityholders....................................................... 38

         SECTION 5.10        Waiver of Past Defaults.......................................................... 39

         SECTION 5.11        Trustee to Give Notice of Default, But May Withhold in Certain Circumstances..... 39

         SECTION 5.12        Right of Court to Require Filing of Undertaking to Pay Costs..................... 39

ARTICLE SIX              CONCERNING THE TRUSTEE............................................................... 40

         SECTION 6.1         Duties and Responsibilities of the Trustee; During Default; Prior to Default..... 40

         SECTION 6.2         Certain Rights of the Trustee.................................................... 41

         SECTION 6.3         Trustee Not Responsible for Recitals, Disposition of Securities or Application
                             of Proceeds Thereof.............................................................. 43

         SECTION 6.4         Trustee and Agents May Hold Securities; Collections, etc......................... 43

         SECTION 6.5         Moneys Held by Trustee........................................................... 43

         SECTION 6.6         Compensation and Indemnification of Trustee and Its Prior Claim.................. 43

         SECTION 6.7         Right of Trustee to Rely on Officers' Certificate, etc........................... 44

         SECTION 6.8         Disqualification of Trustee; Conflicting Interests............................... 44

         SECTION 6.9         Persons Eligible for Appointment as Trustee...................................... 44
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         SECTION 6.10        Resignation and Removal; Appointment of Successor Trustee........................ 44

         SECTION 6.11        Acceptance of Appointment by Successor Trustee................................... 46

         SECTION 6.12        Merger, Conversion, Consolidation or Succession to Business of Trustee........... 47

         SECTION 6.13        Preferential Collection of Claims Against the Company............................ 47

ARTICLE SEVEN            CONCERNING THE SECURITYHOLDERS....................................................... 47

         SECTION 7.1         Evidence of Action Taken by Securityholders...................................... 47

         SECTION 7.2         Proof of Execution of Instruments................................................ 48

         SECTION 7.3         Holders to Be Treated as Owners.................................................. 48

         SECTION 7.4         Securities Owned by Company Deemed Not Outstanding............................... 48

         SECTION 7.5         Right of Revocation of Action Taken.............................................. 49

         SECTION 7.6         Record Date for Determination of Holders Entitled to Vote........................ 49

ARTICLE EIGHT            SUPPLEMENTAL INDENTURES.............................................................. 49

         SECTION 8.1         Supplemental Indentures Without Consent of Securityholders....................... 49

         SECTION 8.2         Supplemental Indentures With Consent of Securityholders.......................... 51

         SECTION 8.3         Effect of Supplemental Indenture................................................. 52

         SECTION 8.4         Documents to Be Given to Trustee................................................. 52

         SECTION 8.5         Notation on Securities in Respect of Supplemental Indentures..................... 52

ARTICLE NINE             CONSOLIDATION, MERGER, SALE OR CONVEYANCE............................................ 52

         SECTION 9.1         Company May Consolidate, etc., on Certain Terms.................................. 52

         SECTION 9.2         Securities to be Secured in Certain Events....................................... 53

         SECTION 9.3         Successor Corporation Substituted................................................ 53

         SECTION 9.4         Opinion of Counsel to Trustee.................................................... 54

ARTICLE TEN              SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS............................ 54

         SECTION 10.1        Satisfaction and Discharge of Indenture.......................................... 54

         SECTION 10.2        Application by Trustee of Funds Deposited for Payment of Securities.............. 56

         SECTION 10.3        Repayment of Moneys Held by Paying Agent......................................... 56

         SECTION 10.4        Return of Unclaimed Moneys Held by Trustee and Paying Agent...................... 56

         SECTION 10.5        Reinstatement of Company's Obligations........................................... 57

ARTICLE ELEVEN           MISCELLANEOUS PROVISIONS............................................................. 57
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         SECTION 11.1        Incorporators, Stockholders, Officers and Directors of Company Exempt from
                             Individual Liability............................................................. 57

         SECTION 11.2        Provisions of Indenture for the Sole Benefit of Parties and Securityholders...... 57

         SECTION 11.3        Successors and Assigns of Company Bound by Indenture............................. 58

         SECTION 11.4        Notices and Demands on Company, Trustee and Securityholders...................... 58

         SECTION 11.5        Officers' Certificates and Opinions of Counsel; Statements to Be Contained
                             Therein.......................................................................... 58

         SECTION 11.6        Payments Due on Saturdays, Sundays and Holidays.................................. 59

         SECTION 11.7        Conflict of Any Provision of Indenture with Trust Indenture Act.................. 59

         SECTION 11.8        New York Law to Govern........................................................... 60

         SECTION 11.9        Counterparts..................................................................... 60

         SECTION 11.10       Effect of Headings............................................................... 60

         SECTION 11.11       Determination of Principal Amount................................................ 60

ARTICLE TWELVE           REDEMPTION OF SECURITIES AND SINKING FUNDS........................................... 60

         SECTION 12.1        Applicability of Article......................................................... 60

         SECTION 12.2        Notice of Redemption; Partial Redemptions........................................ 60

         SECTION 12.3        Payment of Securities Called for Redemption...................................... 62

         SECTION 12.4        Exclusion of Certain Securities from Eligibility for Selection for Redemption.... 62

         SECTION 12.5        Mandatory and Optional Sinking Funds............................................. 63

         SECTION 12.6        Repayment at the Option of the Holders........................................... 65

ARTICLE THIRTEEN         HOLDERS' MEETINGS.................................................................... 65

         SECTION 13.1        Purposes of Meetings............................................................. 65

         SECTION 13.2        Call of Meetings by Trustee...................................................... 66

         SECTION 13.3        Call of Meetings by Company or Holders........................................... 66

         SECTION 13.4        Qualifications for Voting........................................................ 66

         SECTION 13.5        Regulations...................................................................... 66

         SECTION 13.6        Voting........................................................................... 67

         SECTION 13.7        No Delay of Rights by Meeting.................................................... 67

SIGNATURES
</TABLE>

                                      -iv-

<PAGE>

         THIS INDENTURE, dated as of June 1, 2002, between NCR Corporation, a
Maryland corporation (the "Company"), and The Bank of New York, a New York
banking corporation, as Trustee (the "Trustee"),

                                   WITNESSETH:

         WHEREAS, the Company has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more Series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Company has duly authorized the execution and
delivery of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1   Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities Act are referred to in the Trust
Indenture Act, including terms defined therein by reference to the Securities
Act (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole, as supplemented and amended
from time to time, and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

         "Additional Amounts" has the meaning specified in Section 3.8.

         "Attributable Debt" has the meaning specified in Section 3.7.

<PAGE>

         "Board of Directors" means either the Board of Directors of the Company
or any committee of such Board duly authorized to act hereunder.

         "Business Day" means, except as may otherwise be provided in the form
of Securities of any particular Series, with respect to any Place of Payment,
any day, other than a Saturday or Sunday, that is not a legal holiday, or a day
on which banking institutions are authorized or required by law or regulation to
close in New York, New York or that Place of Payment, or, with respect to
Securities denominated in a Foreign Currency, the capital city of the country of
such Foreign Currency, or, with respect to Securities denominated in the Euro,
Brussels, Belgium.

         "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 and delivery of this Indenture 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 the Person identified as "Company" in the first
paragraph hereof and, subject to Article Nine, its successors and assigns.

         "Company Notice" means the confirmation of the Company signed by an
officer, transmitted by facsimile and confirmed in writing to the Trustee of the
terms of the issuance of any Securities issuable in Tranches.

         "Component Currency" has the meaning specified in Section 2.12.

         "Consolidated Net Tangible Assets" means, as of any particular time,
the total amount of assets (less applicable reserves) after deducting therefrom
(a) all current liabilities (excluding any thereof which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed and
excluding current maturities of long-term indebtedness), and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, all as shown in the latest quarterly consolidated
balance sheet of the Company contained in the Company's then most recent annual
report to stockholders or quarterly report filed with the Commission, as the
case may be, except that assets shall include an amount equal to the
Attributable Debt in respect of any Sale and Lease-Back Transaction not
capitalized on such balance sheet.

         "Conversion Date" has the meaning specified in Section 2.12.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country that issued such Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the Euro both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, or (iii) any currency unit
(or composite currency) other than the Euro for the purposes for which it was
established.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is,

                                        2

<PAGE>

at the date as of which this Indenture is dated, located at 101 Barclay Street,
Floor 21 West, New York, New York 10286 Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).

         "Coupon" means any interest coupon appertaining to any Security.

         "Coupon Security" means any Security authenticated and delivered with
one or more Coupons appertaining thereto.

         "Currency" means any currency or currencies, composite currency,
currency unit or currency units including, without limitation, the Euro, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

         "Currency Determination Agent" means the New York Clearing House Bank,
if any, from time to time selected by the Company for purposes of Section 2.12.

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

         "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 2.12.

         "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 2.12.

         "Euro" means the single currency of the participating member states of
the European Union as defined under EC Regulation 1103/97 adopted under Article
235 of the Treaty on European Union and under EC Regulation 974/98 adopted under
Article 1091(4) of the Treaty on European Union or any successor European
legislation from time to time.

         "European Communities" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

         "European Monetary System" means the European Monetary System
established by Resolution of December 5, 1978 of the Council of the European
Communities.

         "Event of Default" means any event or condition specified as such in
Section 5.1.

         "Exchange Rate Officer's Certificate" means a certificate setting forth
(i) the applicable Market Exchange Rate or the applicable quotation and (ii) the
Dollar or Foreign Currency amounts payable on the basis of such Market Exchange
Rate or quotation in respect of the principal of and interest on the applicable
series of Registered Securities, signed by the treasurer or any assistant
treasurer of the Company, and delivered to the Trustee.

         "Foreign Currency" means any Currency, including, without limitation,
the Euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

                                        3

<PAGE>

         "Government Obligations" means securities that are (i) direct
obligations of the government which issued the currency in which the Securities
of a particular Series are denominated or (ii) obligations of a Person
controlled or supervised by, or acting as an agency or instrumentality of, the
government which issued the currency in which the Securities of such Series are
denominated, the payment of which obligations is unconditionally guaranteed by
such government, and which, in either case, are full faith and credit
obligations of such government, are denominated in the currency in which the
Securities of such Series are denominated and which are not callable or
redeemable at the option of the issuer thereof.

         "Holder," "Holder of Securities," "Securityholder" or other similar
terms mean the bearer of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the bearer
thereof.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular Series of
Securities established as contemplated hereunder.

         "interest," when used with respect to non-interest bearing Securities,
means interest payable at maturity and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 3.8 or
otherwise, includes such Additional Amounts.

         "Market Exchange Rate" has the meaning specified in Section 2.12.

         "non-United States Person" means a Person other than a United States
Person.

         "Officers' Certificate" means a certificate signed by the chairman of
the Board of Directors or the president or any vice president and by the
treasurer or the secretary or any assistant secretary of the Company and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 11.5.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company and who shall be
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 11.5, if and to the extent required hereby.

         "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

         "Outstanding" when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

                                        4

<PAGE>

               (a)     Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

               (b)     Securities, or portions thereof, for the payment or
         redemption of which moneys in the necessary amount and in the specified
         Currency shall have been deposited in trust with the Trustee or with
         any paying agent (other than the Company) or shall have been set aside,
         segregated and held in trust by the Company for the holders of such
         Securities (if the Company shall act as its own paying agent), provided
         that if such Securities, or portions thereof, are to be redeemed prior
         to the maturity thereof, notice of such redemption shall have been
         given as herein provided, or provision satisfactory to the Trustee
         shall have been made for giving such notice; and

               (c)     Securities in substitution for which other Securities
         shall have been authenticated and delivered, or which shall have been
         paid, pursuant to the terms of Section 2.9 (except with respect to any
         such Security as to which proof satisfactory to the Trustee and the
         Company is presented that such Security is held by a person in whose
         hands such Security is a legal, valid and binding obligation of the
         Company).

         "Paying Agent" means any Person (which may include the Company)
authorized by the Company to pay the principal of or interest, if any, on any
Security on behalf of the Company.

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

         "Place of Payment," when used with respect to the Securities of any
Series, means the place or places where the principal of and interest, if any,
on the Securities of that Series are payable as specified pursuant to
Section 3.2.

         "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any."

         "Principal Property" means any manufacturing, warehouse, distribution
or research and development plant or facility which is located within the
continental United States of America and is owned by the Company or any
Restricted Subsidiary, except any such plant or facility which the Board of
Directors or a duly authorized committee thereof by resolution declares is not
of material importance to the total business conducted by the Company and its
Restricted Subsidiaries as an entirety and which, when taken together with all
other manufacturing, warehouse, distribution and research and development plants
and facilities as to which such a declaration has been made, are so declared by
the Board of Directors or a duly authorized committee thereof to be not of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries as an entirety.

         "Registered Holder" when used with respect to a Registered Security
means the person in whose name such Security is registered in the Security
register.

         "Registered Security" means any Security registered in the Security
register.

                                        5

<PAGE>

         "Registrar" has the meaning specified in Section 3.2.

         "Responsible Officer" when used with respect to the Trustee shall mean
any officer within the corporate trust department (or any successor group) of
the Trustee including any vice president, assistant vice president, assistant
secretary, assistant treasurer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred at the Corporate Trust Office because of his
or her knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

         "Restricted Subsidiary" means any Subsidiary (i) substantially all the
property of which is located within the continental United States of America,
(ii) which owns a Principal Property, and (iii) in which the Company's
investment, direct or indirect and whether in the form of equity, debt or
advances, as shown on the consolidating balance sheet used in the preparation of
the latest quarterly consolidated financial statements of the Company preceding
the date of determination, is in excess of 5% of the total consolidated assets
of the Company as shown on such quarterly consolidated financial statements.

         "Sale and Lease-Back Transaction" has the meaning specified in
Section 3.7.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security" or "Securities" has the meaning stated in the first recital
of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

         "Series" or "Series of Securities" means a series of Securities. Except
in Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and Eleven,
the terms "Series" or "Series of Securities" shall also mean a Tranche in the
event that the applicable Series may be issued in separate Tranches.

         "Specified Amount" has the meaning specified in Section 2.12.

         "Subsidiary" means any corporation which is consolidated in the
Company's accounts and any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by the Company, or by
one or more Subsidiaries, or by the Company and one or more Subsidiaries.

         "Tranche" means all Securities of the same Series which have the same
issue date, maturity date, interest rate or method of determining interest, and,
in the case of Original Issue Discount Securities, which have the same issue
price.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, any successor
trustee.

                                        6

<PAGE>

         "Trust Indenture Act" (except as otherwise provided in Sections 8.1 and
8.2) means the Trust Indenture Act of 1939, as amended, as in force at the date
as of which this Indenture was originally executed.

         "United States of America" means the United States of America, its
territories, its possessions and other areas subject to its political
jurisdiction as of the date of this Indenture.

         "United States Person" means, unless otherwise specified with respect
to any Securities pursuant to Section 2.3, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. For purposes of this definition, the term United
States means the United States of America (including the states and the District
of Columbia), its territories, its possessions and other areas subject to its
jurisdiction.

         "Unregistered Security" means any Security not registered in the
Security register as to principal.

         "Unrestricted Subsidiary" means any Subsidiary other than a Restricted
Subsidiary.

         "Valuation Date" has the meaning specified in Section 2.12.

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

         SECTION 1.2   Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made part of this Indenture.

         The following Trust Indenture Act term used in this Indenture has the
following meaning:

         "obligor" on the indenture securities means the Company and any other
obligor on the Securities.

         All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meanings assigned to them
by such definitions.

                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1   Forms Generally. The Securities of each Series and the
Coupons, if any, shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to a resolution of the Board
of Directors or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture (the provisions of which shall be

                                        7

<PAGE>

appropriate to reflect the terms of each Series of Securities, including the
currency or denomination, which may be Dollars or any Foreign Currency) and may
have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any.

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

         SECTION 2.2   Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

         This is one of the Securities of the Series designated herein and
referred to in the within-mentioned Indenture.

                                         THE BANK OF NEW YORK,
                                             as Trustee


                                         By
                                            -----------------------------
                                             Authorized Signatory

                                         [or


                                         --------------------------------,
                                             as Authentication Agent


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

         SECTION 2.3   Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

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

               (1)     the title of the Securities of the Series (which title
         shall distinguish the Securities of the Series from all other
         Securities issued by the Company);

                                        8

<PAGE>

               (2)     any limit upon the aggregate principal amount of the
         Securities of the Series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the Series pursuant to Sections 2.8, 2.9, 2.11 or 12.3);

               (3)     if other than 100% of their principal amount, the
         percentage of their principal amount at which the Securities of the
         Series will be offered;

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

               (5)     the rate or rates, which may be fixed or variable, at
         which the Securities of the Series shall bear interest, if any, the
         date or dates from which such interest shall accrue, the interest
         payment dates on which such interest shall be payable and, in the case
         of Registered Securities, the record dates for the determination of
         Holders to whom interest is payable;

               (6)     the place or places where the principal of and interest
         on Securities of the Series shall be payable (if other than as provided
         in Section 3.2);

               (7)     the price or prices at which, the period or periods
         within which and the terms and conditions upon which Securities of the
         Series may be redeemed, in whole or in part, at the option of the
         Company, pursuant to any sinking fund or otherwise;

               (8)     if other than the principal amount thereof, the portion
         of the principal amount of Securities of the Series which shall be
         payable upon declaration of acceleration of the maturity pursuant to
         Section 5.1 or provable in bankruptcy pursuant to Section 5.2;

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

               (10)    the issuance as Registered Securities or Unregistered
         Securities or both, and the rights of the Holders to exchange
         Unregistered Securities for Registered Securities of the Series or to
         exchange Registered Securities of the Series for Unregistered
         Securities of the Series and the circumstances under which any such
         exchanges, if permitted, may be made;

               (11)    if other than denominations of $1,000 and any integral
         multiple thereof, the denominations, which may be in Dollars or any
         Foreign Currency, in which Securities of the Series shall be issuable;

               (12)    the form of the Securities (or forms thereof if
         Unregistered and Registered Securities shall be issuable in such
         Series), including such legends as required by law or

                                        9

<PAGE>

         as the Company deems necessary or appropriate, the form of any Coupons
         or temporary global security which may be issued and the forms of any
         certificates which may be required hereunder or which the Company may
         require in connection with the offering, sale, delivery or exchange of
         Unregistered Securities;

               (13)    the Currency or Currencies in which payments of interest
         or principal and other amounts are payable with respect to the
         Securities of the Series are to be denominated, payable, redeemable or
         repurchasable, as the case may be;

               (14)    whether Securities of the Series are issuable in
         Tranches;

               (15)    whether, and under what circumstances, the Securities of
         any Series shall be convertible into Securities of any other Series;

               (16)    if other than the Trustee, any trustees, authenticating
         or paying agents, transfer agents or registrars or any other agents
         with respect to the Securities of such Series;

               (17)    if the Securities of such Series do not bear interest,
         the applicable dates for purposes of Section 4.1 hereof;

               (18)    any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to
         Securities of the Series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

               (19)    whether, under what circumstances and the Currency in
         which, the Company will pay Additional Amounts as contemplated by
         Section 3.8 on the Securities of the Series to any Holder who is a
         non-United States Person (including any modification to the definition
         of such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option); provided, however, that no Additional Amounts shall
         be deemed to be payable in connection with any Series of Securities
         unless such Additional Amounts are specifically identified as such in
         the Securities or relevant supplemental indenture; and

               (20)    any other terms or conditions upon which the Securities
         of the Series are to be issued (which terms shall not be inconsistent
         with the provisions of this Indenture).

         All Securities of any one Series shall be substantially identical
except as to denomination, except as provided in the immediately succeeding
paragraph, and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one Series need not be issued at the same time,
and unless otherwise provided, a Series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such Series or to
establish additional terms of such Series of Securities (which additional terms
shall only be applicable to unissued or additional Securities of such Series).

                                       10

<PAGE>

         Each Series may be issued in one or more Tranches. Except as provided
in the foregoing paragraph, all Securities of a Tranche shall have the same
issue date, maturity date, interest rate or method of determining interest, and,
in the case of Original Issue Discount Securities, the same issue price.

         SECTION 2.4   Authentication and Delivery of Securities. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series having attached thereto appropriate
Coupons, if any, executed by the Company to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the written order of the Company, signed by both (a) the chairman of its Board
of Directors, or any vice chairman of its Board of Directors, or its president
or any vice president and (b) by its treasurer or any assistant treasurer,
secretary or any assistant secretary without any further action by the Company.
In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive and, subject to Section 6.1, shall be fully protected in
relying upon:

               (1)     a copy of any resolution or resolutions of the Board of
         Directors relating to such Series, in each case certified by the
         secretary or an assistant secretary of the Company;

               (2)     an executed supplemental indenture, if any;

               (3)     an Officers' Certificate setting forth the form and terms
         of the Securities of such Series as required pursuant to Sections 2.1
         and 2.3, respectively, and prepared in accordance with Section 11.5;

               (4)     an Opinion of Counsel, prepared in accordance with
         Section 11.5, which shall state:

                       (a)     that the form or forms and terms of such
               Securities and Coupons, if any, have been established by or
               pursuant to a resolution of the Board of Directors or by a
               supplemental indenture as permitted by Sections 2.1 and 2.3 in
               conformity with the provisions of this Indenture;

                       (b)     that such Securities and Coupons, if any, have
               been duly authorized, and, when authenticated and delivered by
               the Trustee and issued by the Company in the manner and subject
               to any conditions specified in such Opinion of Counsel, will
               constitute valid and binding obligations of the Company
               enforceable in accordance with their terms, subject to applicable
               bankruptcy, insolvency, reorganization or other laws relating to
               or affecting the enforcement of creditors' rights and by general
               equitable principles, regardless of whether such enforceability
               is considered in a proceeding in equity or at law;

                       (c)     that all laws and requirements in respect of the
               execution and delivery by the Company of the Securities and
               Coupons, if any, and the related supplemental indenture, if any,
               have been complied with;

                                       11

<PAGE>

                       (d)     the registration statement, if any, relating to
               the Securities of such series and any amendments thereto has
               become effective under the Securities Act and, to the best
               knowledge of such counsel, no stop order suspending the
               effectiveness of such registration statement, as amended, has
               been issued and no proceedings for that purpose have been
               instituted or threatened;

                       (e)     no consent, approval, authorization or order of
               any court or governmental agency or body in the United States is
               required for the issuance of the Securities of such Series,
               except such as have been obtained and such as may be required
               under the blue sky laws of any jurisdiction in the United States
               in connection with the purchase and distribution of the
               Securities of such Series;

                       (f)     neither the issue nor sale of the Securities of
               such Series will contravene the charter or by-laws of the Company
               or will conflict with, result in a breach of or constitute a
               default under the terms of any indenture or other agreement or
               instrument known to such counsel to which the Company or any of
               its Subsidiaries is a party or is bound, or any order or
               regulation known to such counsel to be applicable to the Company
               or any of its Subsidiaries of any court, regulatory body,
               administrative agency or governmental body having jurisdiction
               over the Company or any of its Subsidiaries; and

                       (g)     the authentication and delivery of the Securities
               of such series by the Trustee in accordance with the directions
               of the Company so to do, and the Company's execution and delivery
               of the Securities of such series, will not violate the terms of
               this Indenture;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(5)
with respect to such Series, the Trustee shall authenticate and deliver
Securities of such Series executed and delivered by the Company for original
issuance upon receipt by the Trustee of the applicable Company Notice.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities and Coupons, if any, under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Company or if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under this Indenture in a
manner not reasonably acceptable to the Trustee.

         Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.10, together with a written statement (which need not
comply with Section 11.5 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

         SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Company by both (a) its chairman or its president or any vice
president and (b) its treasurer or

                                       12

<PAGE>

any assistant treasurer or its secretary or any assistant secretary, which may,
but need not, be attested. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. 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 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 Security that
has been duly authenticated and delivered by the Trustee. Any Coupons attached
to any Unregistered Security shall be executed on behalf of the Company by the
manual or facsimile signature of any such officer of the Company.

         In case any officer of the Company who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated (in the case of the Securities) and
delivered by the Trustee or disposed of by the Company, such Security or Coupon
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security or Coupon had not ceased to be such officer of
the Company; and any Security or Coupon may be signed on behalf of the Company
by such persons as, at the actual date of the execution of such Security or
Coupon, shall be the proper officers of the Company, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

         SECTION 2.6   Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.

         The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

         SECTION 2.7   Denomination and Date of Securities; Payments of
Interest. The Securities shall be issuable in denominations as shall be
specified as contemplated by Section 2.3. In the absence of any such
specification with respect to the Securities of any Series, the Securities of
such Series shall be issuable in denominations of $1,000 and any multiple
thereof, which may be in Dollars or any Foreign Currency, and interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.

         Each Security shall be dated the date of its authentication, shall bear
interest from the date and shall be payable on the dates, in each case, which
shall be specified as contemplated by Section 2.3.

                                       13

<PAGE>

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

         The term "record date" as used with respect to any interest payment
date (except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

         Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant 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 clause (2) below:

               (1)     The Company may elect to make payment of any defaulted
         interest to the persons in whose names any such Registered 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 Security of such Series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such defaulted interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the persons entitled to such
         defaulted interest as in this clause provided. Thereupon the Trustee
         shall fix a special record date for the payment of such defaulted
         interest in respect of Registered Securities of such Series which shall
         be not more than 15 nor less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such special record date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such defaulted interest and the special record date
         thereof to be mailed, first class postage prepaid, to each Registered
         Holder at his address as it appears in the Security register, not less
         than 10 days prior to such special record date. Notice of the proposed
         payment of such defaulted interest and the special record date therefor
         having been mailed as aforesaid, such defaulted interest in respect of
         Registered Securities of such Series shall be paid to the person in
         whose names such Securities (or their respective predecessor
         Securities) are registered on such special record date and such
         defaulted interest shall no longer be payable pursuant to the following
         clause (2).

                                       14

<PAGE>

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

         Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Company, by
publication at least once in a newspaper of general circulation in New York, New
York and London, England.

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

         SECTION 2.8   Registration, Transfer and Exchange. The Company will
keep at the office or agency of the Trustee to be maintained for the purpose as
provided in Section 3.2 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Registered Securities as in this Article Two provided. Such
register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

         Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series in
authorized denominations for a like aggregate principal amount.

         At the option of the Holder thereof, Unregistered Securities of a
Series, which by their terms are registerable as to principal and interest, may,
to the extent and under the circumstances specified pursuant to Section 2.3, be
exchanged for Registered Securities of such Series, as may be issued by the
terms thereof. At the option of the Holder thereof, Registered Securities of a
Series, which by their terms provide for the issuance of Unregistered
Securities, may, to the extent and under the circumstances specified pursuant to
Section 2.3, be exchanged for Unregistered Securities of such Series. Securities
so issued in exchange for other Securities shall be of any authorized
denomination and of like principal amount and maturity date, interest rate or
method of determining interest, and shall be issued upon surrender of the
Securities for which they are to be exchanged and, in the case of Coupon
Securities, together with all unmatured Coupons and matured Coupons in default
appertaining thereto, at the office of the Company provided for in Section 3.2
and upon payment, if the Company shall require, of charges provided therein.
Unregistered Securities of any Series issued in exchange for Registered
Securities of such Series between the regular record date for such Registered
Security and the next interest payment date will be issued without the Coupon
relating to such interest payment date, and

                                       15

<PAGE>

Unregistered Securities surrendered in exchange for Registered Securities
between such dates shall be surrendered without the Coupon relating to such
interest payment date. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, an Unregistered Security will not be delivered in
exchange for a Registered Security or Securities unless the Trustee receives a
certificate signed by the person entitled to delivery of such Security or other
items or documents fulfilling such conditions as shall be required by
regulations of the United States Department of the Treasury, or shall be
notified by the Company that such a certificate shall not be required by such
regulations; provided, however, that no such Unregistered Security shall be
delivered by the Trustee if the Trustee or such agent shall have, or shall have
been notified in writing by the Company that the Company has, actual knowledge
that such certificate is false.

         Upon presentation for registration of any Unregistered Securities of
any Series which by its terms is registerable as to principal, at the office or
agency of the Company to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Company upon presentation of such
Security at such office or agency for similar notation thereon, but such
Security may be discharged from registration by being in a like manner
transferred to bearer, whereupon transferability by delivery shall be restored.
Except as otherwise provided pursuant to Section 2.3 hereof, Unregistered
Securities shall continue to be subject to successive registrations and
discharges from registration at the option of the Holders thereof.

         Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 or 12.3 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of Securities for
redemption under Article Twelve or (ii) to register the

                                       16

<PAGE>

transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not redeemed.

         SECTION 2.9   Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or Coupon shall become
mutilated, defaced or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon the written request of any officer of the
Company, the Trustee shall authenticate and deliver, a new Security of the same
Series or Coupon, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security or Coupon, or in
lieu of and substitution for the Security or Coupon so destroyed, lost or
stolen. In every case, the applicant for a substitute Security or Coupon shall
furnish to the Company and to the Trustee and to any agent of the Company or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.

         Upon the issuance of any substitute Security or Coupon, 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 Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon); provided, however, that
interest represented by Coupons shall be payable only upon presentation and
surrender of such Coupons at an office or agency of the Company located outside
of the United States, unless otherwise provided pursuant to Section 2.3, if the
applicant for such payment shall furnish to the Company and to the Trustee and
any agent of the Company or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee and any agent of the Company or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon and of
the ownership thereof.

         Every substitute Security of any Series or Coupon issued pursuant to
the provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such Series or Coupons duly authenticated and delivered hereunder.
All Securities or Coupons shall be held and owned upon the express condition
that, to the extent permitted by the law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

                                       17

<PAGE>

         SECTION 2.10  Cancellation of Securities. All Securities surrendered
for payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund and all Coupons
surrendered for payment or exchange, shall, if surrendered to the Company or any
agent of the Company or the Trustee, be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities or Coupons shall be issued in lieu thereof, except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall dispose
of the cancelled Securities and Coupons held by it in accordance with its
customary procedures. If the Company shall acquire any of the Securities and
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities and Coupons unless and until the
same are delivered to the Trustee for cancellation.

         SECTION 2.11  Temporary Securities. Pending the preparation of
definitive Securities for any Series, the Company may execute and the Trustee
shall authenticate and deliver temporary Securities for such Series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any Series may be issued
as Registered Securities or Unregistered Securities with or without Coupons
attached thereto, of any authorized denomination, and substantially in the form
of the definitive Securities of such Series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive
Securities of such Series and thereupon temporary Securities of such Series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Company for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such Series a like aggregate principal amount of definitive Securities of the
same Series of authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any Series shall be entitled to the same benefits
under this Indenture as definitive Securities of such Series.

         SECTION 2.12  Currency and Manner of Payments in Respect of Securities.

         (a)   With respect to Registered Securities of any Series with respect
to which the Holders of such Securities have not made the election provided for
in paragraph (b) below, the following payment provisions shall apply:

               (1)   Except as provided in subparagraph (a)(2) or in paragraph
         (e) below, payment of the principal of any Registered Security will be
         made at the Place of Payment by delivery of a check in the Currency in
         which the Security is denominated on the payment date against surrender
         of such Registered Security, and any interest on any Registered
         Security will be paid at the Place of Payment by mailing a check in the
         Currency in which the Securities were issued to the Person entitled
         thereto at the address of such Person appearing on the Security
         register.

                                       18

<PAGE>

               (2)   Payment of the principal of and interest on such Security
         may also, subject to applicable laws and regulations, be made at such
         other place or places as may be designated by the Company by any
         appropriate method.

         (b)   With respect to Registered Securities of any Series, the
following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:

               (1)  The Board of Directors may provide with respect to any
         Series of such Securities that Holders shall have the option to receive
         payments of principal of and interest on such Security in any of the
         Currencies which may be designated for such election in such Security
         by delivering to the Trustee a written election, to be in form and
         substance satisfactory to the Trustee, not later than the close of
         business on the record date immediately preceding the applicable
         payment date. Such election will remain in effect for such Holder until
         changed by the Holder by written notice to the Trustee (but any such
         change must be made not later than the close of business on the record
         date immediately preceding the next payment date to be effective for
         the payment to be made on such payment date and no such change may be
         made with respect to payments to be made on any Security with respect
         to which notice of redemption has been given by the Company pursuant to
         Article Twelve). Any Holder of any such Security who shall not have
         delivered any such election to the Trustee not later than the close of
         business on the applicable record date will be paid the amount due on
         the applicable payment date in the relevant Currency as provided in
         paragraph (a) of this Section 2.12. Payment of principal shall be made
         on the payment date against surrender of such Securities. Payment of
         principal and interest shall be made at the Place of Payment by mailing
         a check in the applicable currency to the Person entitled thereto at
         the address of such Person appearing on the Security register.

               (2)   Payment of the principal of and interest on such Security
         may also, subject to applicable laws and regulations, be made at such
         other place or places as may be designated by the Company by any
         appropriate method.

         (c)   Payment of the principal of any Unregistered Security and of
interest on any Coupon Security will be made at such place or places outside the
United States as may be designated by the Company by any appropriate method only
in the Currency in which the Security is payable (except as provided in
paragraph (e) below) on the payment date against surrender of the Unregistered
Security, in the case of payment of principal, or the relevant Coupon, in the
case of payment of interest. Except as provided in paragraph (e) below, payment
with respect to Unregistered Securities and Coupons will be made by check,
subject to any limitations on the methods of effecting such payment as shall be
specified in the terms of the Security established as provided in Section 2.3
and as shall be required under applicable laws and regulations. Payment of the
principal of and interest on Unregistered Securities may also, subject to
applicable laws and regulations, be made at such other place or places as may be
designated by the Company by any appropriate method.

         (d)   Not later than the fourth Business Day after the record date for
each payment date, the Trustee will deliver to the Company a written notice
specifying, in the Currency in which each Series of the Securities are
denominated, the respective aggregate amounts of

                                       19

<PAGE>

principal of and interest on the Securities to be made on such payment date,
specifying the amounts so payable in respect of the Registered and the
Unregistered Securities and in respect of the Registered Securities as to which
the Holders shall have elected to be paid in another Currency as provided in
paragraph (b) above. If the Board of Directors has provided for the election
referred to in paragraph (b) above and if at least one Holder has made such
election, then not later than the second Business Day preceding such record date
the Company will deliver to the Trustee an Exchange Rate Officer's Certificate
in respect of the Dollar or Foreign Currency payments to be made on such payment
date. The Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in another Currency as provided in paragraph
(b) above shall be determined by the Company on the basis of the applicable
Market Exchange Rate in effect on the second Business Day (the "Valuation Date")
prior to such payment date and set forth in the applicable Exchange Rate
Officer's Certificate.

         (e)   If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable, then with respect to
each date for the payment of principal of, premium, if any, and interest on the
applicable Foreign Currency denominated Securities occurring after the last date
on which the Foreign Currency was so used (the "Conversion Date"), the Dollar
shall be the currency of payment for use on each such payment date. The Dollar
amount to be paid by the Company to the Trustee and by the Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Currency Determination Agent in the manner provided in paragraphs (g) or (h)
below.

         (f)   If the Holder of a Registered Security elects payment in a
specified Currency as provided for by paragraph (b) and a Conversion Event
occurs with respect to such elected Currency, such Holder shall receive payment
in the Currency in which payment would have been made in the absence of such
election; and if a Conversion Event occurs with respect to the Currency in which
payment would have been made in the absence of such election, such Holder shall
receive payment in Dollars.

         (g)   The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent as of each Valuation Date and
shall be obtained by converting the specified Foreign Currency into Dollars at
the Market Exchange Rate on the Conversion Date.

         (h)   The "Dollar Equivalent of the Currency Unit" shall be determined
by the Currency Determination Agent as of each Valuation Date and shall be the
sum obtained by adding together the results obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate on
the Valuation Date for such Component Currency.

         (i)   For purposes of this Section 2.12 the following terms shall have
the following meanings:

         A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit, including but not
limited to the Euro.

                                       20

<PAGE>

         A "Specified Amount" of a Component Currency shall mean the number of
units or fractions thereof which such Component Currency represented in the
relevant currency unit, including but not limited to the Euro, on the Conversion
Date. If after the Conversion Date the official unit of any Component Currency
is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion. If
after the Conversion Date two or more Component Currencies are consolidated into
a single currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single currency equal to the sum of the
respective Specified Amounts of such consolidated Component Currencies expressed
in such single currency, and such amount shall thereafter be a Specified Amount
and such single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
specified amounts of such two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, including, but not limited to, the Euro, a
Conversion Event (other than any event referred to above in this definition of
"Specified Amount") occurs with respect to any Component Currency of such
currency unit and is continuing on the applicable Valuation Date, the Specified
Amount of such Component Currency shall, for purposes of calculating the Dollar
Equivalent of the Currency Unit, be converted into Dollars at the Market
Exchange Rate in effect on the Conversion Date of such Component Currency.

         "Market Exchange Rate" shall mean for any currency the noon Dollar
buying rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more Currencies for which an exchange rate is required, the Currency
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency in question, or such other
quotations as the Currency Determination Agent shall deem appropriate. Unless
otherwise specified by the Currency Determination Agent, if there is more than
one market for dealing in any currency by reason of foreign exchange regulations
or otherwise, the market to be used in respect of such currency shall be that
upon which a nonresident issuer of securities designated in such currency would
purchase such currency in order to make payments in respect of such securities.

         All decisions and determinations of the Currency Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in Specified Amounts
as specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the relevant series of Securities and all Holders of
such Securities.

         In the event that a Conversion Event has occurred with respect to a
Foreign Currency, the Company, after learning thereof, will immediately give
notice thereof to the Trustee (and the

                                       21

<PAGE>

Trustee will promptly thereafter give notice in the manner provided in Section
11.4 to the affected Holders) specifying the Conversion Date. In the event that
a Conversion Event has occurred with respect to the Euro or any other currency
unit in which Securities are denominated or payable, the Company, after learning
thereof, will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give notice in the manner provided in Section 11.4 to
the affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give notice to
the Trustee.

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

         SECTION 2.13  Compliance with Certain Laws and Regulations. If any
Unregistered Securities or Coupon Securities are to be issued in any Series of
Securities, the Company will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that Unregistered Securities or Coupon Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Company.

         SECTION 2.14  CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" or "ISIN" numbers (if then generally in use), and, if so, the
Trustee shall indicate the "CUSIP" or "ISIN" numbers of the Securities 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 Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the 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" or "ISIN" numbers.

         SECTION 2.15  Securities in Global Form. If Securities of or within a
Series are issuable in whole or in part in global form, any such Security may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced or increased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made in such manner and by such Person or Persons as shall be specified
therein or in the Company order to be delivered to the Trustee pursuant to
Section 2.4 or 2.11. Subject to the provisions of Section 2.4 and, if
applicable, Section 2.11, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified therein or in the applicable Company order. Any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.5 and need not be accompanied by an Opinion of Counsel.

                                       22

<PAGE>

         The provisions of the last paragraph of Section 2.4 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 11.5 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 2.4.

         Notwithstanding the provisions of Section 3.1, unless otherwise
specified as contemplated by Section 2.4, payment of principal of and interest
on any Security in permanent global form shall be made to the Person or Persons
specified in such Security.

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

         SECTION 3.1   Payment of Principal and Interest. The Company covenants
and agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid (in the Currency in which the Securities of
such Series and Coupons, if any, are payable, except as otherwise provided
pursuant to Section 2.3 for the Securities of such Series and except as provided
in Section 2.12(b), (e) and (f) hereof) the principal of, and interest on, each
of the Securities of such Series in accordance with the terms of the Securities
of such Series, any Coupons appertaining thereto and this Indenture.

         The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature at the office of a Paying
Agent outside the United States. The interest on any temporary Unregistered
Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon,
and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest.

         SECTION 3.2   Offices for Payment, etc. So long as any of the
Securities remain outstanding, the Company will maintain the following for each
Series: an office or agency (a) where the Securities may be presented for
payment, (b) where the Securities may be presented for registration of transfer
and for exchange as provided in this Indenture ("Registrar") and (c) where
notices and demands to or upon the Company in respect of the Securities or of
this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof. In case the Company shall fail to so designate or maintain any
such office or agency or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the corporate trust office. Unless otherwise specified
pursuant to Section 2.3, the Trustee is appointed Paying Agent and Registrar.

         So long as any Coupon Securities or Unregistered Securities of any
Series remain outstanding, the Company will (except as specified pursuant to
Section 2.3) maintain one or more offices or agencies outside the United States
in such city or cities as may be specified elsewhere in this Indenture or as
contemplated by Section 2.3, and shall maintain such office or

                                       23

<PAGE>

offices for a period of two years (or any period thereafter for which it is
necessary in order to conform to United States tax laws or regulations) after
the principal on such Coupon Securities or Unregistered Securities has become
due and payable, with respect to such Series where Coupons appertaining to
Securities of such Series or Unregistered Securities of such Series may be
surrendered or presented for payment, or surrendered for exchange pursuant to
Section 2.8 and where notices and demands to or upon the Company in respect of
Coupons appertaining to Securities of such Series or the Unregistered Securities
of such Series or of this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location and any change in the location, of
any such office or agency. If at any time the Company shall fail to maintain
such required office or agency or shall fail to furnish the Trustee with the
address thereof, presentations, surrenders, notices and demands in respect of
Unregistered Securities may be made or served at the Corporate Trust Office of
the Trustee and the corporate trust office of any authenticating agent appointed
hereunder, and presentations, surrenders, notices and demands in respect of
Coupons appertaining to Securities of any Series and Unregistered Securities may
be made or served at the corporate trust office of the Trustee in the other city
or cities referred to above; and the Company hereby appoints the Trustee and any
authenticating agent appointed hereunder its agents to receive all such
presentations, surrenders, notices and demands.

         SECTION 3.3   Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each Series of Securities
hereunder.

         SECTION 3.4   Paying Agents. Whenever the Company shall appoint a
Paying Agent other than the Trustee with respect to the Securities of any
Series, it 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,

               (a)     that it will hold all sums received by it as such Paying
         Agent for the payment of the principal of or interest on the Securities
         of such Series or Coupons (whether such sums have been paid to it by
         the Company or by any other obligor on the Securities of such Series or
         Coupons) in trust for the benefit of the Holders of the Securities of
         such Series or Coupons or of the Trustee, and upon the occurrence of an
         Event of Default and upon the written request of the Trustee, pay over
         all such sums received by it to the Trustee,

               (b)     that it will give the Trustee notice of any failure by
         the Company (or by any other obligor on the Securities of such Series)
         to make any payment of the principal of or interest on the Securities
         of such Series or Coupons when the same shall be due and payable, and

               (c)     that it will give the Trustee notice of any change of
         address of any Holder of which it is aware.

         The Company will, prior to 10:00 a.m., New York City time, on each due
date of the principal of or interest on the Securities of such Series or
Coupons, deposit with the Paying

                                       24

<PAGE>

Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action.

         If the Company shall act as its own Paying Agent with respect to the
Securities of any Series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such Series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

         Anything in this Section to the contrary notwithstanding, the Company
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all Series of Securities or Coupons hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such Series by the Company or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Sections 10.3 and 10.4.

         SECTION 3.5   Written Statement to Trustee. The Company will deliver to
the Trustee for each Series of Securities on or before a date not more than 120
days after the end of each of its fiscal years ending after the date hereof
during which any Securities are outstanding a written statement (which need not
comply with Section 11.5), signed by two of its officers, one of which must be
the principal executive, principal financial or principal accounting officer of
the Company, stating that in the course of the performance of their duties as
officers of the Company they would normally have knowledge of any default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture (without regard to grace periods or notice
requirements), stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

         SECTION 3.6   Limitation on Liens. (a) The Company will not, nor will
it permit any Restricted Subsidiary to, issue, assume or guarantee any
indebtedness for money borrowed (hereinafter in this Article Three called
"Debt"), secured by a mortgage, deed of trust, security interest, pledge, lien
or other encumbrance (mortgages, deeds of trust, security interests, pledges,
liens and other encumbrances being hereinafter in this Article Three called
"lien" or "liens") upon any Principal Property of the Company or any Restricted
Subsidiary or upon any shares of stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares of stock or indebtedness are
now owned or hereafter acquired) without in any such case effectively providing
concurrently with the issuance, assumption or guaranty of any such Debt that the
Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Restricted Subsidiary
ranking equally with the Securities and then existing or thereafter created)
shall be secured equally and ratably with (or, at the option of the Company,
prior to) such Debt so long as such Debt shall be so secured; provided, however,
that the foregoing restrictions shall not apply to Debt secured by:

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<PAGE>

               (i)     liens on property, shares of stock or indebtedness
         (hereinafter in this Article Three called "property") of any
         corporation existing at the time such corporation becomes a Restricted
         Subsidiary;

               (ii)    liens on property existing at the time of acquisition of
         the affected property by the Company or a Restricted Subsidiary, or
         liens to secure the payment of all or any part of the purchase price of
         such property upon the acquisition of such property by the Company or a
         Restricted Subsidiary or to secure any Debt incurred by the Company or
         a Restricted Subsidiary prior to, at the time of, or within 360 days
         after the later of the acquisition, the completion of construction
         (including any improvements on an existing property) or the
         commencement of commercial operation of such property, which Debt is
         incurred for the purpose of financing all or any part of the purchase
         price thereof or construction or improvements thereon; provided,
         however, that in the case of any such acquisition, construction or
         improvement the lien shall not apply to any property theretofore owned
         by the Company or a Restricted Subsidiary, other than, in the case of
         any such construction or improvement, any real property on which the
         property so constructed, or the improvement, is located which in the
         opinion of the Board of Directors or a duly authorized committee
         thereof was, prior to such construction or improvement, substantially
         unimproved for the use intended by the Company or such Restricted
         Subsidiary;

               (iii)   liens on property of a Restricted Subsidiary securing
         Debt owing to the Company or to another Restricted Subsidiary;

               (iv)    liens on property of a corporation existing at the time
         such corporation is merged into or consolidated with the Company or a
         Restricted Subsidiary or at the time of a sale, lease or other
         disposition of the properties of a corporation or firm as an entirety
         or substantially as an entirety to the Company or a Restricted
         Subsidiary provided, however, that any such liens do not attach to or
         affect property theretofore owned by the Company or such Restricted
         Subsidiary;

               (v)     liens on property owned or leased by the Company or a
         Restricted Subsidiary in favor of the United States of America or any
         state thereof, or any department, agency or instrumentality or
         political subdivision of the United States of America or any state
         thereof, or in favor of any other country or any political subdivision
         thereof, or in favor of holders of securities issued by any such
         entity, pursuant to any contract or statute (including, without
         limitation, liens to secure Debt of the industrial revenue bond type)
         or to secure any indebtedness incurred for the purpose of financing all
         or any part of the purchase price or the cost of construction of the
         property subject to such liens;

               (vi)    liens existing at the date of this Indenture;

               (vii)   landlords' liens on fixtures located on premises leased
         by the Company or a Restricted Subsidiary in the ordinary course of
         business;

                                       26

<PAGE>

               (viii)  liens on property of the Company or a Restricted
         Subsidiary to secure partial, progress, advance or other payments or
         any Debt incurred for the purpose of financing all or any part of the
         purchase price or the cost of construction, development, or substantial
         repair, alteration or improvement of the property subject to such liens
         if the commitment for the financing is obtained not later than one year
         after the later of the completion of or the placing into operation
         (exclusive of test and start-up periods) of such constructed,
         developed, repaired, altered or improved property;

               (ix)    liens arising in connection with contracts and
         subcontracts with or made at the request of the United States of
         America, or any state thereof, or any department, agency or
         instrumentality of the United States or any state thereof;

               (x)     mechanics', materialmen's, carriers' or other like liens
         arising in the ordinary course of business (including construction of
         facilities) in respect of obligations which are not due or which are
         being contested in good faith;

               (xi)    any lien arising by reason of deposits with, or the
         giving of any form of security to, any governmental agency or any body
         created or approved by law or governmental regulations, which is
         required by law or governmental regulation as a condition to the
         transaction of any business, or the exercise of any privilege,
         franchise or license;

               (xii)   liens for taxes, assessments or governmental charges or
         levies not yet delinquent, or liens for taxes, assessments or
         governmental charges or levies already delinquent but the validity of
         which is being contested in good faith;

               (xiii)  liens (including judgment liens) arising in connection
         with legal proceedings so long as such proceedings are being contested
         in good faith and, in the case of judgment liens, execution thereon is
         stayed; or

               (xiv)   any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any lien
         referred to in the foregoing clauses (i) to (xiii), inclusive,
         provided, however, that the principal amount of Debt secured thereby
         shall not exceed the principal amount of Debt so secured at the time of
         such extension, renewal or replacement lien, and that such extension,
         renewal or replacement lien shall be limited to all or a part of the
         property which secured the lien so extended, renewed or replaced (plus
         improvements on such property).

         (b)   Notwithstanding the foregoing provisions of this Section 3.6, the
Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by liens which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
Debt of the Company and its Restricted Subsidiaries which (if originally issued,
assumed or guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under clauses (i)
through (xiv) above), does not at the time exceed 15% of Consolidated Net
Tangible Assets, as shown on the latest quarterly consolidated financial
statements of the Company preceding the date of determination.

                                       27

<PAGE>

         SECTION 3.7   Limitation on Sale and Lease-Back. The Company will not,
nor will it permit any Restricted Subsidiary to, enter into any arrangement with
any person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property of the Company or any Restricted Subsidiary (whether
such Principal Property is now owned or hereafter acquired) (except for
temporary leases for a term of not more than three years and except for leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which Principal Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such person (herein referred to
as a "Sale and Lease-Back Transaction"), unless (a) the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of Section
3.6, to issue, assume or guarantee Debt secured by a lien upon such Principal
Property at least equal in amount to the Attributable Debt in respect of such
arrangement without equally and ratably securing the Securities, provided,
however, that from and after the date on which such arrangement becomes
effective the Attributable Debt in respect of such arrangement, entered into
after the date hereof, shall be deemed for all purposes under Sections 3.6 and
3.7 to be Debt subject to the provisions of Section 3.6; or (b) the Company
shall apply an amount in cash equal to the Attributable Debt in respect of such
arrangement to the retirement (other than any mandatory retirement or by way of
payment at maturity), within 120 days of the effective date of any such
arrangement, of Debt of the Company or any Restricted Subsidiary (other than
Debt owned by the Company or any Restricted Subsidiary and other than Debt of
the Company which is subordinated to the Securities) which by its terms matures
at or is extendible or renewable at the option of the obligor to a date more
than twelve months after the date of the creation of such Debt.

         The term "Attributable Debt" shall mean the present value (discounted
at the actual percentage rate inherent in such arrangement as determined in good
faith by the Company, compounded semi-annually) of the obligation of a lessee
for rental payments during the remaining term of any lease (including any period
for which such lease has been extended). Such rental payments shall not include
amounts payable by the lessee for maintenance and repairs, insurance, taxes,
assessments and similar charges and for contingent rents (such as those based on
sales). In case of any lease which is terminable by the lessee upon the payment
of a penalty, such rental payments shall also include such penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated. Any determination of any actual
percentage rate inherent in any such arrangement made in good faith by the
Company shall be binding and conclusive, and the Trustee shall have no duty with
respect to any determination made under this Section 3.7.

         SECTION 3.8   Additional Amounts. If Securities of a Series provide for
the payment of additional amounts to any Holder who is a non-United States
Person in respect of any tax, assessment or governmental charge ("Additional
Amounts"), the Company will pay to the Holder of any Security of such Series or
any Coupon appertaining thereto such Additional Amounts as may be so provided by
Section 2.3. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or interest on, or in respect of, any Security of a
Series or payment of any related Coupon or the net proceeds received on the sale
or exchange of a Security of a Series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for by the terms of such
Series established pursuant to Section 2.3 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if

                                       28

<PAGE>

applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

         Except as otherwise specified as contemplated by Section 2.3, if the
Securities of a Series provide for the payment of Additional Amounts, at least
10 days prior to each date of payment of principal or interest on which any
Additional Amount shall be payable, the Company will furnish the Trustee and the
Company's principal Paying Agent or Paying Agents, if other than the Trustee,
with a compliance certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of or interest on the Securities
of that Series shall be made to Holders of Securities of that Series or any
related Coupons who are non-United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that Series. If any such withholding shall be required, then such
compliance certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that Series or
related Coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in the event the Trustee shall not
withhold or deduct any sums as a result of the non-receipt of a compliance
certificate pursuant to this Section.

         SECTION 3.9   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 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 FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

         SECTION 4.1   Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee for the Securities of each
Series a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each Series:

               (a)     semiannually and not more than 15 days after each record
         date for the payment of interest on such Securities, as hereinabove
         specified, as of such record date and on dates to be determined
         pursuant to Section 2.3 for non-interest bearing securities in each
         year, and

               (b)     at such other times as the Trustee may request in
         writing, within 30 days after receipt by the Company of any such
         request such list to be as of a date not more than 15 days prior to the
         time such information is furnished,

                                       29

<PAGE>

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Company shall be required to furnish such information concerning the Holders
of Coupon Securities and Unregistered Securities which is known to it; provided,
further, that the Company shall have no obligation to investigate any matter
relating to any Holder of an Unregistered Security or any Holder of a Coupon.

         SECTION 4.2   Preservation and Disclosure of Securityholders' Lists.
(a) The Trustee for the Securities of each Series shall preserve, in as current
a form as is reasonably practicable, all information as to the names and
addresses of the Holders of each Series of Securities contained in the most
recent list furnished to it as provided in Section 4.1 or maintained by the
Trustee in its capacity as Security registrar for such Series, if so acting. The
Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

         (b)   In case three or more Holders of Registered Securities of any
Series (hereinafter referred to as "applicants") apply in writing to the Trustee
and furnish to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular Series (in which
case the applicants must all hold Securities of such Series) or with Holders of
all Securities with respect to their rights under this Indenture or under such
Securities and such application is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either

               (i)     afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.2, or

               (ii)    inform such applicants as to the approximate number of
         Holders of Securities of such Series or all Securities, as the case may
         be, whose names and addresses appear in the information preserved at
         the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section, as to the approximate cost of mailing
         to such Securityholders 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 Securityholder of such Series or all Securities, as the
case may be, whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section, 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 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 of Securities of such Series or all Securities, as the case may
be, or could 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

                                       30

<PAGE>

statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of such order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met, and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders 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.

         (c)   Each and every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section, 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 such subsection (b).

         SECTION 4.3   Reports by the Company. The Company covenants:

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

         (b)   to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time 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 from time to time by such rules and regulations;

         (c)   to transmit by mail to the Holders of Registered Securities in
the manner and to the extent required by Sections 4.4(a) and 11.4, within 30
days after the filing thereof with the Trustee, such summaries of any
information, documents, and reports required to be filed by the Company pursuant
to subsection (a) and (b) of this Section as may be required to be transmitted
to such Holders by rules and regulations prescribed from time to time by the
Commission; and

         (d)   to furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Company as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be

                                       31

<PAGE>

determined without regard to any period of grace or requirement of notice
provided under this Indenture.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's 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 4.4   Reports by the Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after each April 15
following the date of this Indenture deliver to Holders a brief report, dated as
of such April 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 Securities are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee when the Securities are
listed on any stock exchange and of any delisting thereof.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 5.1   Event of Default Defined; Acceleration of Maturity;
Waiver of Default. In case one or more of the following Events of Default
(unless it is either inapplicable to a particular Series or it is specifically
deleted from or modified in the instrument establishing such Series and the form
of Security for such Series) shall have occurred and be continuing with respect
to any Series of Securities, that is to say:

         (a)   default in the payment of any installment of interest upon any
Security of such Series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

         (b)   default in the payment of the principal of the Securities of such
Series as and when the same shall become due and payable either at maturity,
upon redemption (for any sinking fund payment or otherwise), by declaration or
otherwise; or

         (c)   failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Securities of such Series, or in this Indenture contained and relating to such
Series, for a period of 90 days after the date on which written notice
specifying such failure and requiring the Company to remedy the same and stating
that such notice is a "Notice of Default" hereunder shall have been given by
registered or certified mail to the Company by the Trustee for the Securities of
such Series, or to the Company and the Trustee by the Holders of at least
twenty-five percent (25%) in aggregate principal amount at maturity of the
Securities of such Series at the time outstanding; or

                                       32

<PAGE>

         (d)   the Company shall make an assignment for the benefit of
creditors, or shall file a petition in bankruptcy; or the Company shall be
adjudicated insolvent or bankrupt, or shall petition or shall apply to any court
having jurisdiction in the premises for the appointment of a receiver, trustee,
liquidator or sequestrator of, or for, the Company or any substantial portion of
the property of the Company; or the Company shall commence any proceeding
relating to the Company or any substantial portion of the property of the
Company under any insolvency, reorganization, arrangement, or readjustment of
debt, dissolution, winding-up, adjustment, composition or liquidation law or
statute of any jurisdiction, whether now or hereafter in effect (hereinafter in
this subsection (d) called "Proceeding"); or if there shall be commenced against
the Company any Proceeding and an order approving the petition shall be entered,
or such Proceeding shall remain undischarged for a period of 60 days; or a
receiver, trustee, liquidator or sequestrator of, or for, the Company or any
substantial portion of the property of the Company shall be appointed and shall
not be discharged within a period of 60 days; or the Company by any act shall
indicate consent to or approval of or acquiescence in any Proceeding or the
appointment of a receiver, trustee, liquidator or sequestrator of, or for, the
Company or any substantial portion of the property of the Company; provided that
a resolution or order for winding-up the Company with a view to its
consolidation, amalgamation or merger with another company or the transfer of
its assets as a whole, or substantially as a whole, to such other company as
provided in Section 9.1 shall not make the rights and remedies herein
enforceable under this subsection (d) of Section 5.1 if such last-mentioned
company shall, as a part of such consolidation, amalgamation, merger or
transfer, and within 60 days from the passing of the resolution or the date of
the order, comply with the conditions to that end stated in Section 9.1; or

         (e)   any other Event of Default provided in the Supplemental Indenture
or resolution of the Board of Directors under which such Series of Securities is
issued or in the form of Security for such Series;

then and in each and every such case (other than an Event of Default with
respect to the Company specified in clause (d) of this Section 5.1), so long as
such Event of Default with respect to such Series shall not have been remedied
or waived, unless the principal of all Securities of such Series shall have
already become due and payable, either the Trustee for such Series or the
Holders of not less than twenty-five percent (25%) in aggregate principal amount
at maturity of the Securities of such Series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by such Holders),
may declare the principal (or, in the case of Original Issue Discount
Securities, such principal amount as may be determined in accordance with the
terms thereof) of all the Securities of such Series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Securities of
such Series contained to the contrary notwithstanding. This provision, however,
is subject to the condition that if at any time after the principal of the
Securities of such Series (or, in the case of Original Issue Discount
Securities, such principal amount as may be determined in accordance with the
terms thereof) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay in the Currency in which the Securities of such
Series are payable (except as otherwise provided pursuant to Section 2.3 for the
Securities of such Series and except as provided in Section 2.12(b), (e) and (f)
hereof) all matured installments of interest, if any, upon all the Securities of
such Series and the principal of

                                       33

<PAGE>

any and all Securities of such Series which shall have become due otherwise than
by such acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, upon overdue
installments of interest, at the rate borne by the Securities of such Series
(or, in the case of Original Issue Discount Securities, at the yield to
maturity) to the date of such payment or deposit) and in Dollars such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel and all other expenses and liabilities incurred, and all
advances made, by the Trustee, its agents, attorneys and counsel and any and all
defaults under this Indenture, other than the nonpayment of the principal of
Securities of such Series which shall have become due by such acceleration,
shall have been remedied then and in every such case the Holders of a majority
in aggregate principal amount at maturity of the Securities of such Series then
Outstanding, by written notice to the Company and to the Trustee for the
Securities of such Series, may waive all defaults and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon. If any Event of Default with respect to the Company
specified in clause (d) of this Section 5.1 occurs, all the principal of and
accrued and unpaid interest on the Securities then outstanding shall become
automatically due and payable without any declaration or other act on the part
of the Trustee or any Holder of Securities.

         SECTION 5.2   Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Company covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any Series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee for the Securities of such Series,
the Company will pay to the Trustee for the Securities of such Series for the
benefit of the Holders of the Securities of such Series and the Holders of any
Coupons appertaining thereto the whole amount that then shall have become due
and payable on all Securities of such Series or such Coupons for principal of or
interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest specified in the Securities of such Series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee.

         Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Securities of any Series to the persons
entitled thereto, whether or not the principal of and interest on the Securities
of such Series are overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee for the Securities of such Series, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the

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Company or other obligor upon such Securities and collect in the manner provided
by law out of the property of the Company or other obligor upon such Securities
and Coupons, wherever situated, the moneys adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Company or
any other obligor upon the Securities and Coupons under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Company or other obligor under the Securities of any Series and Coupons, if any,
or to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of any Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

               (a)     to file and prove a claim or claims for the whole amount
         of principal (or, if the Securities of such Series are Original Issue
         Discount Securities, such portion of the principal amount as may be due
         and payable with respect to the Securities of such Series pursuant to a
         declaration in accordance with Section 5.1 hereof) and interest owing
         and unpaid in respect of the Securities of any Series, and to file such
         other papers or documents as may be necessary or advisable in order to
         have the claims of the Trustee (including any claim for reasonable
         compensation to the Trustee and each predecessor Trustee, and their
         respective agents, attorneys and counsel, and for reimbursement of all
         expenses and liabilities incurred, and all advances made, by the
         Trustee and each predecessor Trustee,) and of the Securityholders and
         the Holders of any Coupons appertaining thereto allowed in any judicial
         proceedings relative to the Company or other obligor upon all
         Securities of any Series, or to the creditors or property of the
         Company or such other obligor,

               (b)     unless prohibited by applicable law and regulations, to
         vote on behalf of the holders of the Securities of any Series in any
         election of a trustee or a standby trustee in arrangement,
         reorganization, liquidation or other bankruptcy or insolvency
         proceedings or person performing similar functions in comparable
         proceedings, and

               (c)     to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf; and any trustee, receiver, or
         liquidator, custodian or other similar official is hereby authorized by
         each of the Holders to make payments to the Trustee for the Securities
         of such Series, and, in the event that such Trustee shall consent to
         the making of payments directly to the Securityholders, to pay to such
         Trustee such amounts as shall be sufficient to cover reasonable
         compensation to such Trustee, each predecessor Trustee and their
         respective agents, attorneys and counsel, and all other expenses and
         liabilities incurred, and all advances made, by such Trustee and each
         predecessor Trustee and all other amounts due to such Trustee or any
         predecessor Trustee pursuant to Section 6.6.

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<PAGE>

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities or any Coupon appertaining thereto, may be enforced
by the Trustee for the Securities of such Series without the possession of any
of the Securities of such Series or any Coupon appertaining thereto or the
production thereof at any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities and Holders of any Coupons in
respect of which such action was taken.

         In any proceedings brought by the Trustee for the Securities of such
Series (and also any proceedings involving the interpretation of any provision
of this Indenture to which the Trustee shall be a party), the Trustee shall be
held to represent all the Holders of the Securities and Coupons appertaining
thereto in respect to which such action was taken, and it shall not be necessary
to make any Holders of such Securities and Coupons appertaining thereto parties
to any such proceedings.

         SECTION 5.3   Application of Proceeds. Any moneys collected by the
Trustee for the Securities of such Series pursuant to this Article in respect of
the Securities of any Series shall be applied in the following order at the date
or dates fixed by such Trustee and, in case of the distribution of such moneys
on account of principal or interest, upon presentation of the several Securities
and any Coupons appertaining thereto in respect of which moneys have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such Series in reduced principal amounts in exchange for the
presented Securities of like Series if only partially paid, or upon surrender
thereof if fully paid:

               FIRST:  To the payment of costs and expenses applicable to such
         Series in respect of which moneys have been collected, including
         reasonable compensation to the Trustee and each predecessor Trustee and
         their respective agents and attorneys and of all expenses and
         liabilities incurred, and all advances made, by the Trustee and each
         predecessor Trustee and all other amounts due to the Trustee or any
         predecessor Trustee pursuant to Section 6.6;

               SECOND: In case the principal of the Securities of such Series in
         respect of which moneys have been collected shall not have become and
         be then due and payable, to the payment of interest on the Securities
         of such Series in default in the order of the maturity of the
         installments of such interest, with interest (to the extent that such
         interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

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<PAGE>

               THIRD:  In case the principal of the Securities of such Series in
         respect of which moneys have been collected shall have become and shall
         be then due and payable, to the payment of the whole amount then owing
         and unpaid upon all the Securities of such Series for principal and
         interest, with interest upon the overdue principal, and (to the extent
         that payment of such interest is permissible by law and that such
         interest has been collected by the Trustee) upon overdue installments
         of interest at the same rate as the rate of interest specified in the
         Securities of such Series; and in case such moneys shall be
         insufficient to pay in full the whole amount so due and unpaid upon the
         Securities of such Series, then to the payment of such principal and
         interest without preference or priority of principal over interest or
         of interest over principal, or of any installment of interest over any
         other installment of interest, or of any Security of such Series over
         any other Security of such Series, ratably to the aggregate of such
         principal and accrued and unpaid interest; and

               FOURTH: To the payment of the remainder, if any, to the Company
         or any other person lawfully entitled thereto.

         SECTION 5.4   Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         SECTION 5.5   Restoration of Rights on Abandonment of Proceedings. In
case the Trustee for the Securities of any Series shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company, the Trustee and
the Securityholders shall continue as though no such proceedings had been taken.

         SECTION 5.6   Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such Series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred therein or
thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being

                                       37

<PAGE>

expressly covenanted by the taker and Holder of every Security and by a Holder
of each Coupon appertaining thereto with every other taker and Holder of a
Security or Holder of any Coupon appertaining thereto and the Trustee, that no
one or more Holders of Securities of any Series or one or more Holders of any
Coupons appertaining thereto shall have any right in any manner whatever, by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other such Holder of Securities or any other Holders
of such Coupons, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable Series and all the Holders of Coupons
appertaining thereto. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

         SECTION 5.7   Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any provision in this Indenture and any provision
of any Security or Coupon, the right of any Holder of any Security and the right
of any Holder of any Coupon appertaining thereto to receive payment of the
principal of and interest on such Security at the respective rates, in the
respective amount and in the Currency therein prescribed on or after the
respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

         SECTION 5.8   Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every power and remedy given by this
Indenture or by law to the Trustee, to the Securityholders or to the Holder of
any Coupon appertaining thereto may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee, the Securityholders or Holders of
any Coupon.

         SECTION 5.9   Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such Series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be

                                       38

<PAGE>

taken or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all Series or of the Holders of any Coupons appertaining thereto
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.1) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

         SECTION 5.10  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such Series at the time Outstanding may on behalf of the Holders
of all the Securities of such Series and Holders of all Coupons, if any,
appertaining thereto waive any past default hereunder or its consequences,
except a default in the payment of the principal of or interest on any of the
Securities of such Series. In the case of any such waiver, the Company, the
Trustee, the Holders of the Securities of such Series and the Holder of any
Coupon appertaining thereto shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

         SECTION 5.11  Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall transmit to the Securityholders of any
Series notice in the manner and to the extent provided in Section 11.4 of all
defaults which are known to it and which have occurred with respect to such
Series, such notice to be transmitted within 90 days after the occurrence
thereof, unless such defaults shall have been cured before the giving of such
notice (the term "default" or "defaults" for the purposes of this Section being
hereby defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of or interest on any of the
Securities of such Series or any default in the payment of any sinking fund
installment or analogous obligation in respect of any of the Securities of such
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 trustees or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such Series.

         SECTION 5.12  Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security and
each Holder of any Coupon,

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<PAGE>

by his acceptance thereof, shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any Series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such Series, or, in the case of
any suit relating to or arising under clause (d) of Section 5.1 (if the suit
relates to Securities of more than one but less than all Series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d) (if the suit under
clause (d) relates to all the Securities then Outstanding) of Section 5.1, 10%
in aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

         SECTION 6.1   Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any Series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular Series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such Series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied duties shall be read
into this Indenture against the Trustee. In case an Event of Default with
respect to the Securities of a Series has occurred (which has not been cured or
waived) of which a Responsible Officer has actual knowledge, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

               (a)     prior to the occurrence of an Event of Default with
         respect to the Securities of any Series and after the curing or waiving
         of all such Events of Default with respect to such Series which may
         have occurred:

                       (i)     the duties and obligations of the Trustee with
               respect to the Securities of any Series shall be determined
               solely by the express provisions of this Indenture, and the
               Trustee shall not be liable except for the performance of such
               duties and obligations as are specifically set forth in this
               Indenture, and no implied covenants or obligations shall be read
               into this Indenture against the Trustee; and

                                       40

<PAGE>

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

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

               (c)     the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders pursuant to Section 5.9 relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

         Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the conditions of this Section
6.1.

         SECTION 6.2   Certain Rights of the Trustee. Subject to Section 6.1:

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

               (b)     any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by an Officers'
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any resolution of the Board of Directors
         may be evidenced to the Trustee by a copy thereof certified by the
         secretary or any assistant secretary of the Company;

               (c)     the Trustee may consult with counsel of its selection
         and any advice or Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted to be taken by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel;

                                       41

<PAGE>

               (d)     the Trustee shall be under no obligation to exercise any
         of the trusts or powers vested in it by this Indenture at the request,
         order or direction of any of the Securityholders pursuant to the
         provisions of this Indenture, unless such Securityholders shall have
         offered to the Trustee security or indemnity satisfactory to it against
         the costs, expenses and liabilities which might be incurred therein or
         thereby;

               (e)     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 the discretion, rights or powers conferred upon it by this
         Indenture;

               (f)     prior to the occurrence of any Event of Default hereunder
         and after the curing or waiving of all Events of Default, 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, appraisal, bond,
         debenture, note, coupon, security, or other paper or document unless
         requested in writing to do so by the Holders of not less than a
         majority in aggregate principal amount of the Securities of all Series
         affected then Outstanding; provided that, if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Indenture, the Trustee
         may require reasonable indemnity against such expenses or liabilities
         as a condition to proceeding; the reasonable expenses of every such
         investigation shall be paid by the Company or, if paid by the Trustee
         or any predecessor Trustee, shall be repaid by the Company upon demand;

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

               (h)     the Trustee shall not be deemed to have notice of any
         Default or Event of Default (other than any Event of Default under
         Section 5.1(a) or 5.1(b)) unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of such Default
         or Event of Default is received by the Trustee at the Corporate Trust
         Office of the Trustee;

               (i)     the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other Person employed to act hereunder; and

               (j)     the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

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<PAGE>

         SECTION 6.3   Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons. The Trustee represents that it is duly authorized to
execute and deliver this Indenture and perform its obligations hereunder. The
Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds thereof.

         SECTION 6.4   Trustee and Agents May Hold Securities; Collections, etc.
The Trustee, any Paying Agent, Security registrar, or any agent of the Company
or the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Company and receive, collect, hold and
retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.

         SECTION 6.5   Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         SECTION 6.6   Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Company and the Trustee in Dollars (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Company covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request in Dollars for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any and all loss, liability, damage, claim
or expense, including taxes (other than taxes based on the income of the
Trustee), incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim (whether asserted by the
Company, a Holder or any other Person) of liability in the premises. The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the

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<PAGE>

benefit of the Holders of particular Securities or the Holders of particular
Coupons, and the Securities are hereby subordinated to such senior claim.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(d), 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.

         SECTION 6.7   Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting 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 complying with Section 11.5 delivered to the Trustee, and
such 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 or
omitted by it or under the provisions of this Indenture upon the faith thereof.

         SECTION 6.8   Disqualification of Trustee; Conflicting Interests. If
the Trustee for the Securities of any Series has or shall acquire any
conflicting interest, as defined in the Trust Indenture Act, it shall, within 90
days after ascertaining that it has such conflicting interest, and if the
default (as defined in the Trust Indenture Act) to which such conflicting
interest relates has not been cured or waived or otherwise eliminated before the
end of such 90-day period, the Trustee shall, either eliminate such conflicting
interest or resign in the manner and with the effect specified in the Trust
Indenture Act and this Indenture.

         SECTION 6.9   Persons Eligible for Appointment as Trustee. The Trustee
for each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $40,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
state or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10  Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all Series of Securities by
giving written notice of resignation to the Company and by mailing notice
thereof to the Holders (subject to the provisions of the last paragraph of
Section 6.11) in the manner and to the extent provided in Section 11.4. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees with respect to the applicable Series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy

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<PAGE>

to the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any Series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities of the applicable Series for at
least six months may, subject to the provisions of Section 5.12, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

         (b)   In case at any time any of the following shall occur:

               (i)     the Trustee shall fail to comply with the provisions of
         Section 6.8 with respect to any Series of Securities after written
         request therefor by the Company or by any Securityholder who has been a
         bona fide Holder of a Security or Securities of such Series for at
         least six months unless the Trustee's duty to resign is stayed in
         accordance with the provisions of Section 310(b) of the Trust Indenture
         Act; or

               (ii)    the Trustee shall cease to be eligible in accordance with
         the provisions of Section 6.9 and shall fail to resign after written
         request therefor by the Company or by any Securityholder; or

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

then, in any such case, the Company may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 5.12, any Securityholder who has been a bona fide Holder of a
Security or Securities of such Series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such Series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

         (c)   The Holders of a majority in aggregate principal amount of the
Securities of each Series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

         If no successor Trustee shall have been appointed with respect to such
series within 30 days after the mailing of such notice of removal, the Trustee
being removed may petition, at the

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<PAGE>

expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

         (d)   Any resignation or removal of the Trustee with respect to any
Series and any appointment of a successor trustee with respect to such Series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

         SECTION 6.11  Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable Series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such Series of its predecessor hereunder, with like effect as if
originally named as trustee for such Series hereunder; but, nevertheless, on the
written request of the Company or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) Series, the Company, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable Series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any Series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

         No successor trustee with respect to any Series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Company shall give notice in the manner and to the extent
provided in Section 11.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by
Section 6.10. If the Company fails to

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<PAGE>

mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

         SECTION 6.12  Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any Series 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 Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such Series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
Series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

         SECTION 6.13  Preferential Collection of Claims Against the Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.1   Evidence of Action Taken by Securityholders.

         (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by a
specified percentage in principal amount of the Securityholders of any or all
Series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
Securityholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee. Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Sections 6.1 and 6.2)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article.

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<PAGE>

         (b)   The ownership of Registered Securities shall be proved by the
Security register.

         (c)   The amount of Unregistered Securities held by any Person
executing any instrument or writing as a Securityholder, the numbers of such
Unregistered Securities, and the date of his holding the same may be proved by
the production of such Securities or by a certificate executed by any trust
company, bank, broker or member of a national securities exchange (wherever
situated), as depositary, if such certificate is in form satisfactory to the
Trustee, showing that at the date therein mentioned such Person had on deposit
with such depositary, or exhibited to it, the Unregistered Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person executing such instrument or writing as a Securityholder, if such
certificate or affidavit is in form satisfactory to the Trustee. The Trustee and
the Company may assume that such ownership of any Unregistered Security
continues until (i) another certificate or affidavit bearing a later date issued
in respect of the same Unregistered Security is produced, or (ii) such
Unregistered Security is produced by some other person, or (iii) such
Unregistered Security is surrendered in exchange for a Registered Security, or
(iv) such Unregistered Security has been cancelled in accordance with
Section 2.10.

         SECTION 7.2   Proof of Execution of Instruments. Subject to
Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his
agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

         SECTION 7.3   Holders to Be Treated as Owners. The Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
Series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
person, or upon his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Security.

         SECTION 7.4   Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture or whether a quorum is present at a
meeting of Holders of Securities, Securities which are owned by the Company or
any other obligor on the Securities with respect to which such determination is
being made or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, and for
purposes of determining the presence of a quorum, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right to so act with respect to such Securities and that
the

                                       48

<PAGE>

pledgee is not the Company or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         SECTION 7.5   Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the corporate trust office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all Series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the Holders of
all the Securities affected by such action.

         SECTION 7.6   Record Date for Determination of Holders Entitled to
Vote. The Company may, in the circumstances permitted by the Trust Indenture
Act, set a record date for the purpose of determining the Securityholders
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Securityholders. If not set by the Company
prior to the first solicitation of a Securityholder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 4.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly appointed proxies) shall be entitled to give or take, or vote on, the
relevant action.

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

         SECTION 8.1   Supplemental Indentures Without Consent of
Securityholders. The Company, when authorized by a resolution of its Board of
Directors, and the Trustee for the Securities of any and all Series may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act

                                       49

<PAGE>

of 1939 as in force at the date of the execution thereof), in form satisfactory
to such Trustee, for one or more of the following purposes:

               (a)     to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities of one or more Series any
         property or assets;

               (b)     to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         pursuant to Article Nine;

               (c)     to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as its Board of
         Directors and the Trustee shall consider to be for the protection of
         the Holders of Securities of any or all Series and, if such additional
         covenants are to be for the benefit of less than all the Series of
         Securities stating that such covenants are being added solely for the
         benefit of such Series, and to make the occurrence, or the occurrence
         and continuance, of a default in any such additional covenants,
         restrictions, conditions or provisions an Event of Default permitting
         the enforcement of all or any of the several remedies provided in this
         Indenture as herein set forth (and if such additional Events of Default
         are to be for the benefit of less than all Series of the Securities
         stating that such Events of Default are being added solely for the
         benefit of such Series); provided, that in respect of any such
         additional covenant, restriction, condition or provision such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such an Event of Default or may limit the remedies
         available to the Trustee upon such an Event of Default or may limit the
         right of the Holders of a majority in aggregate principal amount of the
         Securities of such Series to waive such an Event of Default;

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

               (e)     to establish the form or terms of Securities of any
         Series as permitted by Sections 2.1 and 2.3; or

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

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may

                                       50

<PAGE>

be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time Outstanding, notwithstanding any of the provisions of Section 8.2.

         SECTION 8.2   Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each Series affected by such supplemental indenture (treated as
one class), the Company, when authorized by a resolution of its Board of
Directors, and the Trustee for such Series of Securities may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of execution thereof) 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 Securities of each such Series; provided, that no
such supplemental indenture shall (a) extend the final maturity of any Security,
or reduce the principal amount thereof or any premium thereon, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or impair or affect the right of any
Securityholder to institute suit for payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities of any Series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected.

         Upon the request of the Company, accompanied by a copy of a resolution
of the Board of Directors certified by the secretary or an assistant secretary
of the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee for such Series of Securities of evidence of
the consent of Securityholders as aforesaid and other documents, if any,
required by Section 7.1, the Trustee for such Series of Securities shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects such Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case such Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 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, the Company
shall give notice in the manner and to the extent provided in Section 11.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the Securities register of the Company, setting forth in
general terms the substance of such supplemental indenture. Any failure of the

                                       51

<PAGE>

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.

         For the purposes of this Section 8.2 only, if the Securities of any
Series are issuable upon the exercise of warrants, each holder of an unexercised
and unexpired warrant with respect to such series shall be deemed to be a Holder
of Outstanding Securities of such Series in the amount issuable upon the
exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Company in a manner consistent with customary
commercial practices. The Trustee for such series shall receive and shall be
entitled to conclusively rely on an Officers' Certificate as to the principal
amount of Securities of such Series in respect of which consents shall have been
executed by holders of such warrants.

         SECTION 8.3   Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series and Holders of Coupons affected thereby 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 8.4   Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
of this Indenture.

         SECTION 8.5   Notation on Securities in Respect of Supplemental
Indentures. Securities of any Series (including any Coupons appertaining
thereto) authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear, upon the
direction of the Company, a notation in form satisfactory to the Trustee for the
Securities of such Series as to any matter provided for by such supplemental
indenture or as to any action taken at any such meeting. If the Company or the
Trustee shall so determine, new Securities of any Series and any Coupons
appertaining thereto 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 Securities of such Series then
Outstanding and any Coupons appertaining thereto then Outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1   Company May Consolidate, etc., on Certain Terms. Subject
to the provisions of Section 9.2, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the Company with
or into any other corporation or corporations (whether or not affiliated with
the Company), or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall

                                       52

<PAGE>

prevent any sale, conveyance or lease of property of the Company to any other
corporation (whether or not affiliated with the Company) authorized to acquire
and operate the same; provided, however, and the Company hereby covenants and
agrees, that upon any such consolidation or merger or any sale, conveyance or
lease, in a single transaction or a series of transactions, of ninety percent
(90%) or more of the property of the Company (measured using the book value of
such property as of the date of the most recent audited financial statements of
the Company), other than a merger in which the Company is the continuing
corporation, the due and punctual payment of the principal of and interest on
all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation (if other than the Company) formed
by such consolidation, or into which the Company shall have been merged, or by
the corporation which shall have acquired or leased such property.

         SECTION 9.2   Securities to be Secured in Certain Events. If, upon any
consolidation, merger, sale, conveyance or lease referred to in Section 9.1, or
upon any consolidation or merger of any Restricted Subsidiary, or upon any sale,
conveyance or lease, in a single transaction or a series of transactions, of
ninety percent (90%) or more of the property (measured using the book value of
such property as of the date of the most recent audited financial statements of
the Company) of any Restricted Subsidiary to any other corporation, any
Principal Property of the Company or of any Restricted Subsidiary or any shares
of capital stock or indebtedness of any Restricted Subsidiary which is owned
immediately after such consolidation, merger, sale, conveyance or lease by the
Company or a Restricted Subsidiary or a successor to the Company pursuant to
Sections 9.1 and 9.3 would thereupon become subject to any mortgage, security
interest, pledge, lien or encumbrance (other than a mortgage, security interest,
pledge, lien or encumbrance in favor of the Company, a Restricted Subsidiary or
any such successor), the Company, prior to or concurrently with such
consolidation, merger, sale, conveyance or lease, will effectively provide that
the Securities shall be secured (equally and ratably with, if the Company shall
determine, any other indebtedness of or guaranteed by the Company or a
Restricted Subsidiary ranking equally with the Securities) by a direct lien on
such Principal Property, shares of stock or indebtedness, prior to all liens
other than any theretofore existing thereon, so long as such Principal Property,
shares of stock or indebtedness shall be subject to such mortgage, security
interest, pledge, lien or encumbrance.

         SECTION 9.3   Successor Corporation Substituted. In case of any such
consolidation, merger, sale or conveyance, where the Indenture shall be assumed
by a successor corporation, and following such an assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein. Such successor
corporation may cause to be signed, and may issue either in its own name or in
the name of the Company prior to such succession any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities and Coupons, if any, appertaining thereto, which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to

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<PAGE>

be signed and delivered to the Trustee for that purpose. All of the Securities
and Coupons, if any, appertaining thereto, so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities and
Coupons, if any, appertaining thereto, theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities and
Coupons, if any, appertaining thereto, had been issued at the date of the
execution hereof.

         In case of any such consolidation, merger, sale, lease or conveyance
such changes in phraseology and form (but not in substance) may be made in the
Securities and Coupons, if any, appertaining thereto, thereafter to be issued as
may be appropriate.

         In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Company or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

         SECTION 9.4   Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         SECTION 10.1  Satisfaction and Discharge of Indenture. (a) If at any
time (a) the Company shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in the
Currency required (other than moneys repaid by the Trustee or any Paying Agent
to the Company in accordance with Section 10.4) or Government Obligations
maturing as to principal and interest in such amounts and at such times as will
ensure the availability of cash sufficient, in the opinion of a firm of
independent certified public accountants, to pay at maturity or upon redemption
all Securities of such Series and Coupons (other than any Securities of such
Series and Coupons which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity as the case may be, and if, in any
such case, the Company shall also pay or

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<PAGE>

cause to be paid all other sums payable hereunder by the Company with respect to
Securities of such Series and Coupons, then this Indenture shall cease to be of
further effect with respect to Securities of such Series and Coupons (except as
to (i) rights of registration of transfer and exchange, and the Company's right
of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost
or stolen Securities and Coupons, (iii) rights of Holders to receive payments of
principal thereof and interest thereon upon the original stated due dates
therefor (but not upon acceleration) and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the
Securityholders of such Series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and,
subject to Section 10.5, the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Company, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture with respect to such Series; provided, that the
rights of Holders of the Securities and Holders of Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed. The
Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture, the Securities of such Series and Coupons.

         (b)   In addition to the provisions of Section 10.1(a), the Company may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except those obligations referred to in the
penultimate paragraph of this Section 10.1, if the Company has irrevocably
deposited or caused to be deposited with the Trustee at its Corporate Trust
Office or such other office as the Trustee may designate, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Securityholders of such
Series for that purpose, (i) cash in the Currency required or, (ii) Government
Obligations maturing as to principal and interest in such amounts and at such
times as are sufficient, in the opinion of a firm of independent certified
public accountants, without consideration of any reinvestment of such principal
or interest, to pay the principal of and interest on the outstanding Securities
of such Series and Coupons to maturity or redemption, as the case may be,
provided that the Trustee shall have been irrevocably instructed to apply such
money or the proceeds of such Government Obligations to the payment of said
principal of and interest on the Outstanding Securities and Coupons of such
Series.

         Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

         Notwithstanding the first paragraph of this Section 10.1(b), the
Company's obligations in Sections 2.8, 2.9, 3.1, 3.2, 3.8, 5.1, 6.6, 6.10, 10.4
and 10.5 shall survive until the Securities of

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<PAGE>

such Series and Coupons, if any, are no longer Outstanding; provided, however,
that the Company's obligations in Section 5.1 shall survive only with respect to
Events of Default as defined in Sections 5.1(a), 5.1(b) and 5.1(c). Thereafter,
the Company's obligations in Sections 6.6, 10.4 and 10.5 shall survive.

         After any such irrevocable deposit, accompanied by an Officers'
Certificate which shall state that the provisions of the first two paragraphs of
this Section 10.1(b) have been complied with, and upon delivery by the Company
to the Trustee of (i) an Opinion of Counsel to the effect that either (a) as a
result of such deposit and the related exercise of the Company's option under
this Section 10.1(b) registration will not be required under the Investment
Company Act of 1940, as amended, by the Company, the trust funds representing
such deposit or the Trustee or (b) all necessary registrations under such
Investment Company Act have been effected and (ii) an Opinion of Counsel to the
effect that Securityholders of such Series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposit and discharge
and will be subject to Federal income tax on the same amount and in the same
manner and at the same time as would have been the case if such deposit and
discharge had not occurred, then the Company shall be discharged of its
obligations under the Securities of such Series and this Indenture with respect
to such Series except for those surviving obligations specified above, and the
Trustee upon request shall acknowledge in writing such discharge. Prior to the
delivery of such acknowledgment, the Company shall deliver to the Trustee an
Officers' Certificate and Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the deposit and discharge contemplated
by this provision have been complied with, and the Trustee may also require that
the Opinion of Counsel referred to in clause (i) of this paragraph shall also
state that such deposit does not violate applicable law.

         SECTION 10.2  Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

         SECTION 10.3  Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any Series or Coupons, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Series of Securities or
Coupons shall, upon written demand of the Company, be repaid to it or paid to
the Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

         SECTION 10.4  Return of Unclaimed Moneys Held by Trustee and Paying
Agent. Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of or interest on any Security of any Series or
Coupons and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Company and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be

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<PAGE>

repaid to the Company by the Trustee for such Series or such Paying Agent, and
the Holder of the Security of such Series or Holders of Coupons appertaining
thereto shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Company for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any Paying Agent with respect to such moneys shall
thereupon cease.

         SECTION 10.5  Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or Government Obligations in accordance with Section
10.1 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 or by reason of the Trustee's inability to convert
any such funds or Government Obligations into the Currency required to be paid
with respect to the Securities of such Series, the Company's obligations under
this Indenture and the Securities of any Series for which such application is
prohibited shall be revived and reinstated as if no deposit had occurred
pursuant to Section 10.1 until such time as the Trustee is permitted to apply
all such funds or Government Obligations in accordance with Section 10.1 or is
able to convert all such funds or Government Obligations; provided, however,
that if the Company has made any payment of interest on or principal of any of
such Securities or Coupons because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Securityholders of such
Securities to receive such payment from the funds or Government Obligations held
by the Trustee.

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1  Incorporators, Stockholders, Officers and Directors of
Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or Coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities and Coupons, if any, by the Holders thereof and as part of the
consideration for the issue of the Securities.

         SECTION 11.2  Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, firm or
corporation, other than the parties hereto, any Paying Agent and their
successors hereunder and the Holders of the Securities and Coupons, if any, any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities and Coupons.

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<PAGE>

         SECTION 11.3  Successors and Assigns of Company Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 11.4  Notices and Demands on Company, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee, by the Holders of
Securities, or by the Holders of Coupons to or on the Company may be given or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Company is
filed by the Company with the Trustee) to NCR Corporation, 1700 South Patterson
Blvd., Dayton, Ohio 45479 Attention: General Counsel/Notices or sent by
telecopier to NCR Corporation, Facsimile Number 937.445.7214, Attention: General
Counsel/Notices. Any notice, direction, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders of any event, (1)
if any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities or Coupon Securities, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if published once in a
newspaper of general circulation in New York, New York and London, England
within the time prescribed. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In 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, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Company and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

         SECTION 11.5  Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

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<PAGE>

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

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

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any Series or
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest, premium, if any, or principal need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest
shall accrue for the period after such date.

         SECTION 11.7  Conflict of Any Provision of Indenture with Trust
Indenture Act. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included herein by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such required provision shall control.

                                       59

<PAGE>

         SECTION 11.8  New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
without regard to conflicts of law principles thereof, except to the extent that
the application of the laws of any other jurisdiction would be required thereby.

         SECTION 11.9  Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

         SECTION 11.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

         SECTION 11.11 Determination of Principal Amount. In determining whether
the Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, whether a quorum is present at a meeting of Holders of
Securities or whether sufficient funds are available for redemption or for any
other purpose, the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or Euro that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 12.1  Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any Series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
Series except as otherwise specified as contemplated by Section 2.3 for
Securities of such Series.

         SECTION 12.2  Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Company shall be given by giving notice of such
redemption as provided in Section 11.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice, or any defect in the notice to the Holder
of any Security of a Series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Security of such Series.

         The notice of redemption to each such Holder shall identify the
Securities to be redeemed (including "CUSIP" or "ISIN" numbers), specify the
date fixed for redemption, the redemption price, the Place or Places of Payment,
that payment will be made upon presentation and surrender of such Securities,
and that, unless otherwise specified in such notice, Coupon

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<PAGE>

Securities, if any, surrendered for payment must be accompanied by all Coupons
maturing subsequent to the redemption date, failing which the amount of any such
missing Coupon or Coupons will be deducted from the sum due for payment, that
such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue and that,
if less than all of the Outstanding Securities of a Series are to be redeemed,
the identification and principal amount of the Securities to be redeemed. If
less than all of the Securities of any Series are to be redeemed, the notice of
redemption shall specify the numbers of the Securities of such Series to be
redeemed, and, if only Unregistered Securities of any Series are to be redeemed,
and if such Unregistered Securities may be exchanged for Registered Securities,
the last date on which exchanges of Unregistered Securities for Registered
Securities not subject to redemption may be made. In case any Security of a
Series is to be redeemed in part, the notice of redemption 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 Security and any
Coupons appertaining thereto, a new Security or Securities of such Series in
principal amount equal to the unredeemed portion thereof with appropriate
Coupons will be issued.

         The notice of redemption of Securities of any Series to be redeemed at
the option of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The
Company shall give the Trustee at least 45 days prior written notice of any
redemption hereunder.

         Not later than 10:00 a.m., New York City time, on the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will have on deposit with the Trustee or with one or more paying agents
(or, if the Company is acting as its own paying agent, set aside, segregate and
hold in trust as provided in Section 3.4) an amount of money in the Currency in
which the Securities of such Series and any Coupons appertaining thereto are
payable (except as otherwise specified pursuant to Section 2.3 and except as
provided in Sections 2.12(b), (e) and (f) of this Indenture) sufficient to
redeem on the redemption date all the Securities of such Series so called for
redemption at the appropriate redemption price, together with accrued interest
to the date fixed for redemption. If less than all the Outstanding Securities of
a Series are to be redeemed, the Company will deliver to the Trustee at least 60
days prior to the date fixed for redemption an Officers' Certificate stating the
aggregate principal amount of Securities to be redeemed.

         If less than all the Securities of a Series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such Series or any multiple thereof. The Trustee shall promptly
notify the Company in writing of the Securities of such Series selected for
redemption and, in the case of any Securities of such Series selected for
partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any Series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

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<PAGE>

         SECTION 12.3  Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest on Registered Securities becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Section 2.4.

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the date fixed for
redemption, such Security may be paid after deducting from the redemption price
an amount equal to the face amount of all such missing Coupons or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee,
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any missing Coupon in respect
of which a deduction shall have been made from the redemption price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that,
unless otherwise provided pursuant to Section 2.3, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside of the United States.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest borne by the Security.

         Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

         SECTION 12.4  Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in

                                       62

<PAGE>

such written statement directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company.

         SECTION 12.5  Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
Series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any Series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such Series (together with the
unmatured Coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for 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 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such Series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such Series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any Series of Securities, the Company will deliver to the Trustee a
written statement (which need not contain the statements required by Section
11.5) signed by an authorized officer of the Company (a) specifying the portion
of the mandatory sinking fund payment to be satisfied by payment of cash in the
Currency in which the Securities of such Series and Coupons, if any,
appertaining thereto are payable (except as otherwise specified pursuant to
Section 2.3 for the Securities of such Series and except as provided in Section
2.12(b), (e) and (f) hereof), and the portion to be satisfied by credit of
Securities of such Series, (b) stating that none of the Securities of such
Series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such Series have
occurred (which have not been waived or cured) and are continuing, (d) 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 (e) specifying such
sinking fund payment date. Any 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 2.10 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 sixtieth day, to deliver such written statement and 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

                                       63

<PAGE>

payment date shall be paid entirely in cash (in the Currency) without the option
to deliver or credit 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.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash (in the Currency described above) on the next succeeding
sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $100,000, or the equivalent in the Currency
in which the Securities of such Series are payable (or a lesser sum if the
Company shall so request) with respect to the Securities of any particular
Series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such Series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000, or the equivalent in the Currency
in which the Securities of such Series are payable, or less and the Company
makes no such request then it shall be carried over until a sum in excess of
$100,000, or the equivalent in the Currency in which the Securities of such
Series are payable, is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such Series to absorb said cash, as
nearly as may be possible, and shall (if requested in writing by the Company)
inform the Company of the serial numbers of the Securities of such Series (or
portions thereof) so selected. Securities of any Series which are identified by
registration and certificate number in an Officers' Certificate at least 60 days
prior to the sinking fund payment date as being beneficially owned by, and not
pledged or hypothecated by, the Company or an entity directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company shall be excluded from Securities of such Series eligible for selection
for redemption. The Trustee, in the name and at the expense of the Company (or
the Company, if it shall so notify the Trustee in writing) shall cause notice of
redemption of the Securities of such Series to be given in substantially the
manner provided in Section 12.2 (and with the effect provided in Section 12.3)
for the redemption of Securities of such Series in part at the option of the
Company. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such Series shall be added to the next cash
sinking fund payment for such Series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
Series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such Series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such Series at
maturity.

         The Trustee shall not convert any Currency in which the Securities of
such Series are payable for the purposes of such sinking fund application unless
specifically requested to do so by the Company, and any such conversion agreed
to by the Trustee in response to such request shall be for the account and at
the expense of the Company and shall not affect the Company's obligation to pay
the Holders in the Currency to which such Holder may be entitled.

         Not later than 10:00 a.m., New York City time, on the sinking fund
payment date, the Company shall have paid to the Trustee in cash (in the
Currency described in the third paragraph of this Section 12.5) or shall
otherwise provide for the payment of all interest accrued to the date

                                       64

<PAGE>

fixed for redemption on Securities to be redeemed on the next following sinking
fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

         SECTION 12.6  Repayment at the Option of the Holders. Securities of any
Series which are repayable at the option of the Holders thereof before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such Series.

         The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their stated
maturity, for purposes of Section 10.1, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same
to the Trustee with a directive that such Securities be cancelled.

                                ARTICLE THIRTEEN

                                HOLDERS' MEETINGS

         SECTION 13.1  Purposes of Meetings. A meeting of Holders of Securities
of any or all Series may be called at any time and from time to time pursuant to
the provisions of this Article Thirteen for any of the following purposes:

               (a)     to give any notice to the Company or to the Trustee for
         the Securities of such Series, or to give any directions to the Trustee
         for such Series, 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 Five;

               (b)     to remove the Trustee for such Series and nominate a
         successor Trustee pursuant to the provisions of Article Six;

               (c)     to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 8.2; and

                                       65

<PAGE>

               (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 Securities of any one or more or all Series, as the case may be,
         under any provision of this Indenture or under applicable law.

         SECTION 13.2  Call of Meetings by Trustee. The Trustee for the
Securities of any Series may at any time call a meeting of Holders of Securities
of such Series to take any action specified in Section 13.1, to be held at such
time and at such place in New York, New York, or such other Place of Payment as
the Trustee for such Series shall determine. Notice of every meeting of the
Holders of Securities of any 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 given to Holders of Securities of such Series in the manner
and to the extent provided in Section 11.4. Such notice shall be given not less
than 20 nor more than 90 days prior to the date fixed for the meeting.

         SECTION 13.3  Call of Meetings by Company or Holders. In case at any
time the Company, pursuant to a request by any two executive officers of the
Company, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any or all Series, as the case may be, shall have
requested the Trustee for such Series to call a meeting of Holders of Securities
of any or all Series, as the case may be, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee for such Series shall not have given 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 in the New York, New York or such other Place
of Payment for such meeting and may call such meeting to take any action
authorized in Section 13.1, by giving notice thereof as provided in Section
13.2.

         SECTION 13.4  Qualifications for Voting. To be entitled to vote at any
meeting of Holders, a person shall be (a) a Holder of one or more Securities
with respect to which such meeting is being held or (b) a person appointed by an
instrument in writing as proxy by such Holder. 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 for the Securities of the Series with respect to
which such meeting is being held and its counsel and any representatives of the
Company and its counsel.

         SECTION 13.5  Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee for the Securities of any Series may make such reasonable
regulations as it may deem advisable for any meeting of Holders of the
Securities of such Series, in regard to proof of the holding of Securities of
such Series 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 of the Securities of such Series as provided in Section
13.3, 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

                                       66

<PAGE>

permanent chairman and a permanent secretary of the meeting shall be elected by
majority vote of the meeting.

         Subject to Section 7.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 (or the equivalent in the Currency in which such
Securities are denominated, as determined pursuant to Section 11.11) principal
amount (in the case of the Original Issue Discount Securities, such principal
amount to be determined as provided in Section 11.11) of Securities held or
represented by him. However, no vote shall be cast or counted at any meeting in
respect of any such 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 the Securities of such Series held
by him or instruments in writing aforesaid duly designating him as the person to
vote on behalf of other Holders of such Series. At any meeting of Holders, the
presence of persons holding or representing Securities with respect to which
such meeting is being held in an aggregate principal amount sufficient to take
action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the persons
holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present. Any
meeting of Holders of Securities with respect to which a meeting was duly called
pursuant to the provisions of Section 13.2 or Section 13.3 may be adjourned from
time to time by a majority of such Holders present, whether or not constituting
a quorum, and the meeting may be held as so adjourned without further notice.

         SECTION 13.6  Voting. The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the 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 such record the original reports of the inspectors of votes
on any vote 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 such notice was given in the manner and to the extent provided in
Section 11.4. The record shall show the serial numbers of the 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 13.7  No Delay of Rights by Meeting. Nothing in this Article
Thirteen shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay

                                       67

<PAGE>

in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders under any of the provisions of this Indenture or of the
Securities of any Series.

                            [signature page follows]

                                       68

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                               NCR CORPORATION


                               By:     /s/ Earl C. Shanks
                               Name:   Earl C. Shanks
                               Tile:   Senior Vice President and Chief Financial
                                       Officer

                               THE BANK OF NEW YORK,
                                as Trustee


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>5
<FILENAME>dex45.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of June 6, 2002, by and among NCR Corporation, a Maryland corporation
(the "Company"), and Salomon Smith Barney Inc., Banc One Capital Markets, Inc.,
BNY Capital Markets, Inc., Fleet Securities, Inc., J.P. Morgan Securities Inc.
and McDonald Investments Inc. in their respective capacities as initial
purchasers (collectively, the "Initial Purchasers").

        This Agreement is made pursuant to the Purchase Agreement dated as of
June 3, 2002, by and among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $300,000,000 aggregate principal amount of its 7.125% Senior Notes
due 2009 (the "Securities").

        In order to induce the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the Initial Purchasers'
obligations thereunder, the Company has agreed to provide to the Initial
Purchasers and their respective direct and indirect transferees and assigns the
registration rights set forth in this Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1.      Definitions. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

                "Business Day" shall mean any day, other than a Saturday or
        Sunday, that is not a legal holiday, or a day on which banking
        institutions are authorized or required by law or regulation to close in
        New York, New York.

                "Closing Date" shall mean the Closing Date as defined in the
        Purchase Agreement.

                "Company" shall have the meaning set forth in the preamble and
        also includes the Company's successors.

                "Depositary" shall mean The Depository Trust Company, or any
        other depositary appointed by the Company, including any agent thereof;
        provided, however, that any such depositary must at all times have an
        address in the Borough of Manhattan, in The City of New York.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
        as amended from time to time, and the rules and regulations of the SEC
        promulgated thereunder.

                "Exchange Offer" shall mean the exchange offer by the Company of
        Exchange Securities for Registrable Securities pursuant to Section 2(a)
        hereof.

<PAGE>


                "Exchange Offer Registration" shall mean a registration under
        the Securities Act effected pursuant to Section 2(a) hereof.

                "Exchange Offer Registration Statement" shall mean an exchange
        offer registration statement on Form S-4 covering the Registrable
        Securities (or, if applicable, on another appropriate form), and all
        amendments and supplements to such registration statement, in each case
        including the Prospectus contained therein, all exhibits thereto and all
        material incorporated by reference therein.

                "Exchange Securities" shall mean the Securities issued by the
        Company under the Indenture, containing terms identical to the
        Securities (except that (i) interest thereon shall accrue from the last
        date on which interest was paid on the Securities or, if no such
        interest has been paid, from the Closing Date, (ii) the transfer
        restrictions thereon shall be eliminated and (iii) certain provisions
        relating to an increase in the stated rate of interest thereon shall be
        eliminated) which are to be offered to Holders of Registrable Securities
        in exchange for Registrable Securities pursuant to the Exchange Offer.

                "Holders" shall mean the Initial Purchasers, for so long as they
        own any Registrable Securities, and each of their respective successors,
        assigns and direct and indirect transferees who become registered owners
        of Registrable Securities under the Indenture.

                "Indenture" shall mean the Indenture dated as of June 1, 2002,
        among the Company and The Bank of New York, as Trustee, relating to the
        Securities and the Exchange Securities and as the same may be amended
        and supplemented from time to time in accordance with the terms thereof.

                "Initial Purchasers" shall have the meaning set forth in the
        preamble of this Agreement.

                "Majority Holders" shall mean the Holders of a majority of the
        aggregate principal amount of Registrable Securities outstanding;
        provided that whenever the consent or approval of Holders of a specified
        percentage of Registrable Securities is required hereunder, Registrable
        Securities held by the Company, or any of its affiliates (as such term
        is defined in Rule 405 under the Securities Act) (other than the Initial
        Purchasers or subsequent holders of Registrable Securities), if such
        subsequent holders are deemed to be such affiliates solely by reason of
        their holding of such Registrable Securities, shall be disregarded in
        determining whether such consent or approval was given by the Holders of
        such required percentage or amount.

                "NASD" shall mean the National Association of Securities
        Dealers, Inc.

                "Participating Broker-Dealer" shall have the meaning set forth
        in Section 3(f).

                "Person" shall mean an individual, partnership, joint venture,
        limited liability company, corporation, trust or unincorporated
        organization, or a government or agency or political subdivision
        thereof.

                                        2

<PAGE>

                "Prospectus" shall mean the prospectus included in a
        Registration Statement, including any preliminary prospectus, and any
        such prospectus as amended or supplemented by any prospectus supplement,
        including a prospectus supplement with respect to the terms of the
        offering of any portion of the Registrable Securities covered by a Shelf
        Registration Statement, and by all other amendments and supplements to a
        prospectus, including post-effective amendments, and in each case
        including all material incorporated by reference therein.

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

                "Registrable Securities" shall mean the Securities; provided,
        however, that the Securities shall cease to be Registrable Securities
        when (i) a Registration Statement with respect to such Securities shall
        have been declared effective under the Securities Act and such
        Securities shall have been disposed of pursuant to such Registration
        Statement, (ii) such Securities shall have been sold to the public
        pursuant to Rule 144 (or any similar provision then in force, but not
        Rule 144A) under the Securities Act, (iii) such Securities shall have
        ceased to be outstanding or (iv) such Securities have been exchanged for
        Exchange Securities upon consummation of the Exchange Offer.

                "Registration Default" shall have the meaning set forth in
        Section 2(e) of this Agreement.

                "Registration Expenses" shall mean any and all expenses incident
        to performance of or compliance by the Company with this Agreement,
        including without limitation: (i) all SEC, stock exchange or NASD
        registration and filing fees, (ii) all fees and expenses incurred in
        connection with compliance with state or other securities or blue sky
        laws and compliance with the rules of the NASD (including reasonable
        fees and disbursements of counsel for any underwriters or Holders in
        connection with state or other securities or blue sky qualification of
        any of the Exchange Securities or Registrable Securities), (iii) all
        expenses of any Persons in preparing, printing and distributing any
        Registration Statement, any Prospectus, any amendments or supplements
        thereto, any underwriting agreements, securities sales agreements,
        certificates representing the Exchange Securities and other documents
        relating to the performance of and compliance with this Agreement, (iv)
        all rating agency fees, (v) all fees and expenses incurred in connection
        with the listing, if any, of any of the Exchange Securities or such
        Registrable Securities, covered by a Shelf Registration Statement, as
        applicable, on any securities exchange or exchanges, (vi) all fees and
        disbursements relating to the qualification of the Indenture under
        applicable securities laws, (vii) the fees and disbursements of counsel
        for the Company and the fees and expenses of the independent public
        accountants of the Company, including the expenses of any special audits
        or "cold comfort" letters required by or incident to such performance
        and compliance, (viii) the fees and expenses of a "qualified independent
        underwriter" as defined by Conduct Rule 2720 of the NASD (if required by
        the NASD rules) in connection with the offering of the Registrable
        Securities and the reasonable fees and expenses of its counsel, (ix) the
        reasonable fees and expenses of the Trustee, any registrar, any
        depositary and paying agent, including their respective counsel, and any
        escrow agent or custodian, (x) the reasonable fees and expenses of one

                                        3

<PAGE>

        counsel to the Initial Purchasers in connection with the Exchange Offer,
        and (xi) in the case of an underwritten offering, any reasonable fees
        and disbursements of the underwriters customarily required to be paid by
        issuers or sellers of such securities, including the reasonable fees and
        expenses of counsel to the underwriters, and the fees and expenses of
        any special experts retained by the Company in connection with any
        Registration Statement but excluding (except as otherwise provided
        herein) fees of counsel to the underwriters or the Holders and
        underwriting; provided, however, that, upon the request of the Company,
        the Initial Purchasers shall provide reasonable documentation with
        respect to expenses incurred by or on behalf of the Initial Purchasers
        pursuant to this Agreement.

                "Registration Statement" shall mean any registration statement
        of the Company relating to any offering of the Exchange Securities or
        Registrable Securities pursuant to the provisions of this Agreement, and
        all amendments and supplements to any 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.

                "SEC" shall mean the Securities and Exchange Commission.

                "Securities Act" shall mean the Securities Act of 1933, as
        amended from time to time, and the rules and regulations of the SEC
        promulgated thereunder.

                "Shelf Registration" shall mean a registration effected pursuant
        to Section 2(b) hereof.

                "Shelf Registration Statement" shall mean a "shelf" registration
        statement of the Company pursuant to the provisions of Section 2(b) of
        this Agreement which covers all of the Registrable Securities on an
        appropriate form under Rule 415 under the Securities Act, or any similar
        rule that may be adopted by the SEC, and all 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.

                "Trustee" shall mean the trustee under the Indenture.

        2.      Registration Under the Securities Act.

                (a)     Exchange Offer Registration. To the extent not
        prohibited by any applicable law or applicable interpretation of the
        staff of the SEC, the Company shall (A) use commercially reasonable
        efforts to file with the SEC within 90 calendar days after the Closing
        Date an Exchange Offer Registration Statement covering the offer by the
        Company to the Holders to exchange all of the Registrable Securities for
        Exchange Securities, (B) use commercially reasonable efforts to cause
        such Exchange Offer Registration Statement to be declared effective by
        the SEC within 150 calendar days after the Closing Date, (C) use
        commercially reasonable efforts to cause such Registration Statement to
        remain effective until the closing of the Exchange Offer and (D) use
        commercially reasonable efforts to consummate the Exchange Offer within
        200 calendar

                                        4

<PAGE>

        days after the Closing Date. The Exchange Securities will be issued
        under the Indenture. Upon the effectiveness of the Exchange Offer
        Registration Statement, the Company shall promptly commence the Exchange
        Offer, it being the objective of such Exchange Offer to enable each
        Holder (other than Participating Broker-Dealers (as defined in Section
        3(f))) eligible and electing to exchange Registrable Securities for
        Exchange Securities (assuming that such Holder is not an affiliate of
        the Company within the meaning of Rule 405 under the Securities Act,
        acquires the Exchange Securities in the ordinary course of such Holder's
        business and has no arrangements or understandings with any person to
        participate in the Exchange Offer for the purpose of distributing the
        Exchange Securities) to trade such Exchange Securities from and after
        their receipt without any limitations or restrictions under the
        Securities Act and without material restrictions under the securities
        laws of a substantial proportion of the several states of the United
        States.

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

                                (A)     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;

                                (B)     keep the Exchange Offer open for not
                less than 30 Business Days (or longer if required by applicable
                federal and state securities laws) after the date notice thereof
                is mailed to the Holders;

                                (C)     use the services of the Depositary for
                the Exchange Offer with respect to Securities evidenced by
                global certificates;

                                (D)     permit Holders to withdraw tendered
                Registrable Securities at any time prior to the close of
                business, New York City time, on the last Business Day on which
                the Exchange Offer shall remain open, by sending to the
                institution specified in the notice, a telegram, telex,
                facsimile transmission or letter setting forth the name of such
                Holder, the principal amount of Registrable Securities delivered
                for exchange, and a statement that such Holder is withdrawing
                its election to have such Securities exchanged;

                                (E)     prior to effectiveness of the Exchange
                Offer Registration Statement, if requested or required by the
                Commission, provide a supplemental letter to the Commission (1)
                stating that the Company is conducting the Exchange Offer in
                reliance on the position of the Commission in Exxon Capital
                Holdings Corporation (pub. avail. May 13, 1988) and Morgan
                Stanley and Co., Inc. (pub. avail. June 5, 1991); and (2)
                including a representation that the Company has not entered into
                any arrangement or understanding with any person to distribute
                the Exchange Securities to be received in the Exchange Offer and
                that, to the best of the Company's information and belief, each
                Holder participating in the Exchange Offer is acquiring the
                Exchange Securities in the ordinary course of business and has
                no arrangement or understanding with any person to participate
                in the distribution of the Exchange Securities; and

                                        5

<PAGE>

                                (F)     otherwise comply in all material
                respects with all applicable federal and state securities laws
                relating to the Exchange Offer.

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

                                (A)     accept for exchange Registrable
                Securities duly tendered and not validly withdrawn pursuant to
                the Exchange Offer in accordance with the terms of the Exchange
                Offer Registration Statement and the letter of transmittal which
                is an exhibit thereto;

                                (B)     deliver, or cause to be delivered, to
                the Trustee for cancellation all Registrable Securities so
                accepted for exchange by the Company;

                                (C)     cause the Trustee promptly to
                authenticate and deliver Exchange Securities to each Holder of
                Registrable Securities equal in principal amount to the
                principal amount of the Registrable Securities of such Holder so
                accepted for exchange. Interest on each Exchange Security will
                accrue from the last date on which interest was paid on the
                Registrable Securities surrendered in exchange therefor or, if
                no interest has been paid on the Registrable Securities, from
                the Closing Date. The Exchange Offer shall not be subject to any
                conditions, other than (i) that the Exchange Offer, or the
                making of any exchange by a Holder, does not violate applicable
                law or any applicable interpretation of the staff of the SEC,
                (ii) that no action or proceeding shall have been instituted or
                threatened in any court or before any governmental agency with
                respect to the Exchange Offer which, in the judgment of the
                Company, would impair the ability of the Company to proceed with
                the Exchange Offer, (iii) that no law, rule or regulation or
                applicable interpretations of the staff of the SEC has been
                issued or promulgated which, in the good faith determination of
                the Company, does not permit the Company to effect the Exchange
                Offer and (iv) that the Holders tender the Registrable
                Securities to the Company in accordance with the Exchange Offer;
                and

                                (D)     deliver notice to each Holder of
                Registrable Securities who does not exchange such Registrable
                Securities for Exchange Securities that the Registrable
                Securities will continue to be entitled to the benefits of the
                Indenture governing the Registrable Securities but such
                Registrable Securities will no longer be entitled to any further
                registration rights under the registration rights agreement,
                except under limited circumstances.

                Each Holder of Registrable Securities (other than Participating
        Broker-Dealers) who wishes to exchange such Registrable Securities for
        Exchange Securities in the Exchange Offer shall have represented that
        (i) it is not an affiliate (as defined in Rule 405 under the Securities
        Act) of the Company or, if it is an affiliate, it will comply with the
        registration and prospectus delivery requirements of the Securities Act,
        to the extent applicable, (ii) any Exchange Securities to be received by
        it will be acquired in the ordinary course of business, (iii) at the
        time of the commencement of the Exchange Offer,

                                        6

<PAGE>

        it has no arrangement with any Person to participate in the distribution
        (within the meaning of the Securities Act) of the Securities or the
        Exchange Securities, (iv) it is not acting on behalf of any person who
        could not truthfully make the foregoing representations and (v) it shall
        have made such other representations as may be reasonably necessary
        under applicable SEC rules, regulations or interpretations to render the
        use of Form S-4 or another appropriate form under the Securities Act
        available or for the Exchange Offer Registration Statement to be
        declared effective. To the extent permitted by law, the Company shall
        inform the Initial Purchasers of the names and addresses of the Holders
        to whom the Exchange Offer is made, and the Initial Purchasers shall
        have the right to contact such Holders and otherwise facilitate the
        tender of Registrable Securities in the Exchange Offer.

                (b)     Shelf Registration. (i) If, because of any change in law
        or applicable interpretations thereof by the staff of the SEC, the
        Company is not permitted to effect the Exchange Offer as contemplated by
        Section 2(a) hereof, (ii) if for any other reason the Exchange Offer
        Registration Statement is not declared effective within 150 calendar
        days following the Closing Date or the Exchange Offer is not consummated
        within 200 calendar days after the Closing Date (provided that, if the
        Exchange Offer Registration Statement shall be declared effective after
        such 150-day period or if the Exchange Offer shall be consummated after
        such 200-day period, then the Company's obligations under this clause
        (ii) arising from the failure of the Exchange Offer Registration
        Statement to be declared effective within such 150-day period or the
        failure of the Exchange Offer to be consummated within such 200-day
        period, respectively, shall terminate), (iii) if any Holder (other than
        an Initial Purchaser) is not eligible to participate in the Exchange
        Offer or elects to participate in the Exchange Offer but does not
        receive fully tradeable Exchange Securities pursuant to the Exchange
        Offer or (iv) upon the written request of any of the Initial Purchasers
        within 90 days following the consummation of the Exchange Offer;
        provided that such Initial Purchaser shall hold Registrable Securities
        that it acquired directly from the Company and that such Initial
        Purchaser is not permitted, in the reasonable opinion of counsel to such
        Initial Purchaser, pursuant to applicable law or applicable
        interpretation of the staff of the SEC, to participate in the Exchange
        Offer, the Company shall, at its cost:

                                (A)     as promptly as practicable, but no later
                than the 30th calendar day after such filing obligation arises,
                use commercially reasonable efforts to file with the SEC a Shelf
                Registration Statement relating to the offer and sale of the
                Registrable Securities by the Holders from time to time in
                accordance with the methods of distribution elected by the
                Majority Holders of such Registrable Securities and set forth in
                such Shelf Registration Statement;

                                (B)     use commercially reasonable efforts to
                cause such Shelf Registration Statement to be declared effective
                by the SEC as promptly as practicable; provided that, with
                respect to Exchange Securities received by a broker-dealer in
                exchange for any securities that were acquired by such
                broker-dealer as a result of market-making or other trading
                activities, the Company may, if permitted by current
                interpretations by the staff of the SEC, file a post-effective
                amendment to the Exchange Offer Registration Statement
                containing the

                                        7

<PAGE>

                information required by Regulation S-K Items 507 and/or 508, as
                applicable, in satisfaction of its obligations under paragraph
                (A) solely with respect to broker-dealers who acquired their
                Securities as a result of market-making or other trading
                activities, 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. In the event that the Company is required to file a
                Shelf Registration Statement upon the request of any Holder
                (other than an Initial Purchaser) not eligible to participate in
                the Exchange Offer pursuant to clause (iii) above or upon the
                request of any Initial Purchaser pursuant to clause (iv) above,
                the Company shall file and use commercially reasonable efforts
                to have declared effective by the SEC both an Exchange Offer
                Registration Statement pursuant to Section 2(a) with respect to
                all Registrable Securities and a Shelf Registration Statement
                (which may be a combined Registration Statement with the
                Exchange Offer Registration Statement) with respect to offers
                and sales of Registrable Securities held by such Holder or such
                Initial Purchaser, as applicable, after completion of the
                Exchange Offer;

                                (C)     use commercially reasonable efforts to
                keep the Shelf Registration Statement continuously effective,
                supplemented and amended as required, in order to permit the
                Prospectus forming part thereof to be usable by Holders for a
                period of two years, plus any extensions as provided in Section
                2(d)(iii) below, after its effective date or such shorter period
                which will terminate when all of the Registrable Securities
                covered by the Shelf Registration Statement (i) have been sold
                pursuant to the Shelf Registration Statement, (ii) cease to be
                outstanding or (iii) become eligible for resale pursuant to Rule
                144 under the Exchange Act without volume restrictions; and

                                (D)     notwithstanding any other provisions
                hereof, ensure that (i) any Shelf Registration Statement and any
                amendment thereto and any Prospectus forming a part thereof and
                any supplement thereto complies in all material respects with
                the Securities Act and the rules and regulations thereunder,
                (ii) any Shelf 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 and (iii) any Prospectus forming part of any
                Shelf Registration Statement, and any supplement to such
                Prospectus (as amended or supplemented from time to time), does
                not include an untrue statement of a material fact or omit to
                state a material fact necessary in order to make the statements,
                in light of the circumstances under which they were made, not
                misleading; provided, however, clauses (ii) and (iii) shall not
                apply to any information relating to any Initial Purchaser or
                any Holder furnished to the Company in writing by such Initial
                Purchaser or Holder expressly for use in the Shelf Registration
                Statement.

        The Company shall not permit any securities other than the Registrable
Securities to be included in the Shelf Registration Statement.

                                        8

<PAGE>

        The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use commercially reasonable efforts to cause any such
amendment to become effective and such Shelf Registration Statement to become
usable as soon as practicable thereafter and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

                (c)     Expenses. The Company shall pay all Registration
        Expenses in connection with the registration pursuant to Sections 2(a)
        and 2(b) and, in the case of any Shelf Registration Statement, will
        reimburse the Holders or the Initial Purchasers for the reasonable fees
        and disbursements of one counsel designated in writing by the Majority
        Holders to act as counsel for the Holders of the Registrable Securities
        in connection therewith; provided that, upon the request of the Company,
        the Holders or the Initial Purchasers provide the Company with
        reasonable documentation evidencing such fees and disbursements. Each
        Holder shall pay all expenses of its counsel other than as set forth in
        the preceding sentence, underwriting discounts and commissions and
        transfer taxes, if any, relating to the sale or disposition of such
        Holder's Registrable Securities pursuant to a Shelf Registration
        Statement.

                (d)     Effective Registration Statement.

                        (i)     The Company shall be deemed not to have used
                commercially reasonable efforts to cause the Exchange Offer
                Registration Statement or the Shelf Registration Statement, as
                the case may be, to become, or to remain, effective during the
                requisite periods set forth herein if the Company voluntarily
                takes any action that could reasonably be expected to result in
                any such Registration Statement not being declared effective or
                remaining effective or in the Holders of Registrable Securities
                covered thereby not being able to exchange or offer and sell
                such Registrable 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 (but
                not including avoidance of the Company's obligations hereunder),
                including the acquisition or divestiture of assets or a material
                corporate transaction or event so long as the Company promptly
                complies with the requirements of Section 3(k) hereof, if
                applicable.

                        (ii)    An Exchange Offer Registration Statement
                pursuant to Section 2(a) hereof or a Shelf Registration
                Statement pursuant to Section 2(b) hereof shall not be deemed to
                have become effective unless it has been declared effective by
                the SEC; provided, however, that if, after it has been declared
                effective, the offering of Registrable Securities pursuant to a
                Registration Statement is interfered with by any stop order,
                injunction or other order or requirement of the SEC or any other
                governmental agency or court, such Registration Statement shall
                be deemed not to have been effective during the period of such
                interference, until the offering of Registrable Securities
                pursuant to such Registration Statement may legally resume.

                                        9

<PAGE>

                        (iii)   During any 365-day period, the Company may
                suspend the availability of a Shelf Registration Statement and
                the use of the related Prospectus, as provided in Section
                3(e)(vi) and the last paragraph of Section 3 hereof (a "Material
                Event Election"), for up to 4 periods of up to 45 consecutive
                days (except for the consecutive 45-day period immediately prior
                to maturity of the Securities), but no more than an aggregate of
                90 days during any 365-day period, if any event shall occur (A)
                as set forth in Section 2(d)(i) or (B) as a result of which it
                shall be necessary, in the good faith determination of the board
                of directors of the Company, to amend the Shelf Registration
                Statement or amend or supplement any prospectus or prospectus
                supplement thereunder in order that each such document not
                include any untrue statement of fact or omit to state a material
                fact necessary to make the statements therein not misleading in
                light of the circumstances under which they were made, provided
                that any period during which the Company requires Holders to
                refrain from disposing of their Registrable Securities due to a
                Material Event Election (an "Election Period") shall be deemed
                to trigger the obligation of the Company to pay additional
                interest in accordance with Section 2(e) to the extent that such
                Election Period, together with all other days that the Shelf
                Registration Statement has become unusable in any consecutive
                twelve-month period, exceeds 90 days in the aggregate. The
                Two-Year Period provided for in Section 2(b)(i)(C) above shall
                be extended by an amount of time equal to all such Election
                Periods.

                (e)     Increase in Interest Rate. In the event that (i) the
        Exchange Offer Registration Statement is not filed with the SEC on or
        prior to the 90th calendar day after the Closing Date, (ii) the Exchange
        Offer Registration Statement is not declared effective on or prior to
        the 150th calendar day after the Closing Date, (iii) the Exchange Offer
        is not consummated on or prior to the 200th calendar day following the
        Closing Date, or (iv) if required, a Shelf Registration Statement with
        respect to the Registrable Securities is not declared effective on or
        prior to the 200th calendar day after the Closing Date, or (v) the
        Election Periods exceed, in the aggregate, 90 days during any 365-day
        period (each, a "Registration Default"), the per annum interest rate
        borne by the Registrable Securities affected thereby shall be increased
        by one-quarter of one percent (0.25%) per annum following a Registration
        Default; provided that the maximum aggregate additional interest with
        respect to a series may in no event exceed one-quarter of one percent
        (0.25%) per annum. Upon (w) the filing of the Exchange Offer
        Registration Statement after the 90-day period described in clause (i)
        above, (x) the effectiveness of the Exchange Offer Registration
        Statement after the 150-day period described in clause (ii) above, (y)
        the consummation of the Exchange Offer after the 200-day period
        described in clause (iii) above, or (z) the effectiveness of a Shelf
        Registration Statement, after the 200-day period described in clause
        (iv) above, the interest rate borne by such series of Registrable
        Securities from the date of such filing, effectiveness or consummation,
        as the case may be, shall be reduced to the original interest rate if
        the Company is otherwise in compliance with this paragraph; provided,
        however, that, if after any such reduction in interest rate, a different
        Registration Default occurs, the interest rate shall again be increased
        pursuant to the foregoing provisions. No increase in the rate under
        clause (i), (ii) or (iii) above shall be payable for any period during
        which a Shelf Registration is effective.

                                       10

<PAGE>

                (f)     Specific Enforcement. Without limiting the remedies
        available to the Initial Purchasers and the Holders, the Company
        acknowledges that any failure by the Company to comply with its
        obligations under Sections 2(a) and 2(b) hereof may result in material
        irreparable injury to the Initial Purchasers or the Holders for which
        there is no adequate remedy at law, that it will not be possible to
        measure damages for such injuries precisely and that, in the event of
        any such failure, the Initial Purchasers or any Holder may obtain such
        relief as may be required to specifically enforce the Company's
        obligations under Sections 2(a) and 2(b).

        3.      Registration Procedures. In connection with the obligations of
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

                (a)     prepare and file with the SEC a Registration Statement,
        within the time periods specified in Section 2, on the appropriate form
        under the Securities Act, which form (i) shall be selected by the
        Company, (ii) shall, in the case of a Shelf Registration Statement, be
        available for the sale of the Registrable Securities by the selling
        Holders thereof and (iii) shall comply as to form in all material
        respects with the requirements of the applicable form and include or
        incorporate by reference all financial statements required by the SEC to
        be filed therewith, and use commercially reasonable efforts to cause
        such Registration Statement to become effective and remain effective in
        accordance with Section 2 hereof;

                (b)     prepare and file with the SEC such amendments and
        post-effective amendments to each Registration Statement as may be
        necessary under applicable law to keep such Registration Statement
        effective for the applicable period; cause each Prospectus to be
        supplemented by any required prospectus supplement, and as so
        supplemented to be filed pursuant to Rule 424 under the Securities Act;
        and comply with the provisions of the Securities Act with respect to the
        disposition of all Securities covered by each Registration Statement
        during the applicable period in accordance with the intended method or
        methods of distribution by the selling Holders thereof;

                (c)     in the case of a Shelf Registration, (i) notify each
        Holder of Registrable Securities, at least 15 Business Days prior to
        filing, that a Shelf Registration Statement with respect to the
        Registrable Securities is being filed and advising such Holders that the
        distribution of Registrable Securities will be made in accordance with
        the method elected by the Majority Holders; (ii) furnish to each Holder
        of Registrable Securities, to counsel for the Initial Purchasers, to
        counsel for the Holders and to each underwriter of an underwritten
        offering of Registrable Securities, if any, without charge, as many
        copies of each Prospectus, including each preliminary Prospectus, and
        any amendment or supplement thereto and such other documents as such
        Holder or underwriter, or their counsel, may reasonably request,
        including financial statements and schedules and, if the Holder so
        reasonably requests, all exhibits (including those incorporated by
        reference) in order to facilitate the public sale or other disposition
        of the Registrable Securities; and (iii) subject to the last paragraph
        of this Section 3, hereby consent to the use of the Prospectus,
        including each preliminary Prospectus, or any amendment or supplement
        thereto by each of the selling Holders of Registrable Securities in
        connection with the

                                       11

<PAGE>

        offering and sale of the Registrable Securities covered by the
        Prospectus or any amendment or supplement thereto;

                (d)     use commercially reasonable efforts to register or
        qualify the Registrable Securities under all applicable state securities
        or "blue sky" laws of such jurisdictions as any Holder of Registrable
        Securities covered by a Registration Statement and each underwriter of
        an underwritten offering of Registrable Securities shall reasonably
        request by the time the applicable Registration Statement is declared
        effective by the SEC, to cooperate with the Holders in connection with
        any filings required to be made with the NASD, keep each such
        registration or qualification effective during the period such
        Registration Statement is required to be effective and do any and all
        other acts and things which may be reasonably necessary to enable such
        Holder to consummate the disposition in each such jurisdiction of such
        Registrable Securities owned by such Holder; provided, however, that the
        Company shall not be required to (i) qualify as a foreign corporation or
        as a dealer in securities in any jurisdiction where it would not
        otherwise be required to qualify but for this Section 3(d) or (ii) take
        any action which would subject it to general service of process or
        taxation in any such jurisdiction;

                (e)     in the case of a Shelf Registration, notify each Holder
        of Registrable Securities and counsel for such Holders promptly and, if
        requested by such Holder or counsel, confirm such advice in writing
        promptly (i) when a Registration Statement has become effective and when
        any post-effective amendments and supplements thereto become effective,
        (ii) of any request by the SEC or any state securities authority for
        post-effective amendments and supplements to a Registration Statement
        and Prospectus or for additional information after the Registration
        Statement has become effective, (iii) of the issuance by the SEC or any
        state securities authority of any stop order suspending the
        effectiveness of a Registration Statement or the initiation of any
        proceedings for that purpose, (iv) if, between the effective date of a
        Registration Statement and the closing of any sale of Registrable
        Securities covered thereby, the representations and warranties of the
        Company contained in any underwriting agreement, securities sales
        agreement or other similar agreement, if any, relating to such offering
        cease to be true and correct in all material respects, (v) of the
        receipt by the Company of any notification with respect to the
        suspension of the qualification of the Registrable Securities for sale
        in any jurisdiction or the initiation or threatening of any proceeding
        for such purpose, (vi) of the happening of any event or the discovery of
        any facts during the period a Shelf Registration Statement is effective
        (including as contemplated in Section 2(d)(iii) hereof) which (A) is
        contemplated in Section 2(d)(i) or (B) makes any statement made in such
        Shelf Registration Statement or the related Prospectus untrue in any
        material respect or which requires the making of any changes in such
        Shelf Registration Statement or Prospectus in order to make the
        statements therein not misleading and (vii) of any determination by the
        Company that a post-effective amendment to a Registration Statement
        would be appropriate;

                (f)     (A) in the case of an Exchange Offer, (i) include in the
        Exchange Offer Registration Statement a "Plan of Distribution" section
        covering the use of the Prospectus included in the Exchange Offer
        Registration Statement by broker-dealers who have exchanged their
        Registrable Securities for Exchange Securities for the resale of such

                                       12

<PAGE>

        Exchange Securities, (ii) furnish to each broker-dealer who desires to
        participate in the Exchange Offer, without charge, as many copies of
        each Prospectus included in the Exchange Offer Registration Statement,
        including any preliminary prospectus, and any amendment or supplement
        thereto, as such broker-dealer may reasonably request, (iii) include in
        the Exchange Offer Registration Statement a statement that any
        broker-dealer who holds Registrable Securities acquired for its own
        account as a result of market-making activities or other trading
        activities (a "Participating Broker-Dealer"), and who receives Exchange
        Securities for Registrable Securities pursuant to the Exchange Offer,
        may be a statutory underwriter and must deliver a prospectus meeting the
        requirements of the Securities Act in connection with any resale of such
        Exchange Securities, (iv) subject to the last paragraph of this Section
        3, hereby consent to the use of the Prospectus forming part of the
        Exchange Offer Registration Statement or any amendment or supplement
        thereto, by any broker-dealer in connection with the sale or transfer of
        the Exchange Securities covered by the Prospectus or any amendment or
        supplement thereto, and (v) include in the transmittal letter or similar
        documentation to be executed by an exchange offeree in order to
        participate in the Exchange Offer the following provision:

                "If the undersigned is not a broker-dealer, the undersigned
                represents that it is not engaged in, and does not intend to
                engage in, a distribution of Exchange Securities. If the
                undersigned is a broker-dealer that will receive Exchange
                Securities for its own account in exchange for Registrable
                Securities, it represents that the Registrable Securities to be
                exchanged for Exchange Securities were acquired by it as a
                result of market-making activities or other trading activities
                and acknowledges that it will deliver a prospectus meeting the
                requirements of the Securities Act in connection with any resale
                of such Exchange Securities pursuant to the Exchange Offer;
                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;"

                                (B)     to the extent any Participating
                Broker-Dealer participates in the Exchange Offer, the Company
                shall use commercially reasonable efforts to cause to be
                delivered at the request of an entity representing the
                Participating Broker-Dealers (which entity shall be Salomon
                Smith Barney Inc., unless it elects not to act as such
                representative) any "cold comfort" letters with respect to the
                Prospectus in the form existing on the last date for which
                exchanges are accepted pursuant to the Exchange Offer and with
                respect to each subsequent amendment or supplement, if any,
                effected during the period specified in clause (C) below;

                                (C)     to the extent any Participating
                Broker-Dealer participates in the Exchange Offer, the Company
                shall use commercially reasonable efforts to maintain the
                effectiveness of the Exchange Offer Registration Statement for a
                period of 200 days following the closing of the Exchange Offer
                or such shorter period which will terminate when the
                Participating Broker-Dealers have completed all resales subject
                to applicable prospectus delivery requirements; and

                                       13

<PAGE>

                                (D)     the Company shall not be required to
                amend or supplement the Prospectus contained in the Exchange
                Offer Registration Statement as would otherwise be contemplated
                by Section 3(b) hereof, or take any other action as a result of
                this Section 3(f), following the 200th day after the last date
                for which exchanges are accepted pursuant to the Exchange Offer
                (as such period may be extended by the Company) and
                Participating Broker-Dealers shall not be authorized by the
                Company to, and shall not, deliver such Prospectus after such
                date in connection with resales contemplated by this Section 3;

                (g)     (i) in the case of an Exchange Offer, furnish counsel
        for the Initial Purchasers and (ii) in the case of a Shelf Registration,
        furnish counsel for the Holders of Registrable Securities copies of any
        request by the SEC or any state securities authority for amendments or
        supplements to a Registration Statement and Prospectus or for additional
        information and the Company's responses to any such request;

                (h)     make commercially reasonable efforts to obtain the
        withdrawal of any order suspending the effectiveness of a Registration
        Statement as soon as practicable and provide immediate notice to each
        Holder of the withdrawal of any such order;

                (i)     in the case of a Shelf Registration, furnish to each
        Holder of Registrable Securities, without charge, at least one conformed
        copy of each Registration Statement and any post-effective amendment
        thereto (without documents incorporated therein by reference or exhibits
        thereto, unless requested);

                (j)     in the case of a Shelf Registration, cooperate with the
        selling Holders of Registrable Securities to facilitate the timely
        preparation and delivery of certificates representing Registrable
        Securities to be sold and not bearing any restrictive legends; and cause
        such Registrable Securities to be in such denominations (consistent with
        the provisions of the Indenture) in a form eligible for deposit with the
        Depositary and registered in such names as the selling Holders or the
        underwriters, if any, may reasonably request in writing at least one
        Business Day prior to the closing of any sale of Registrable Securities;

                (k)     in the case of a Shelf Registration, upon the occurrence
        of any event or the discovery of any facts, each as contemplated by
        Section 3(e)(vi) hereof, use commercially reasonable efforts to prepare
        a supplement or post-effective amendment to a Registration Statement or
        the related Prospectus or any document incorporated therein by reference
        or file any other required document so that, as thereafter delivered to
        the purchasers of the Registrable Securities, such Prospectus will not
        contain at the time of such delivery any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. The Company agrees to notify each Holder to suspend use of
        the Prospectus as promptly as practicable after the occurrence of such
        an event, and each Holder hereby agrees to suspend use of the Prospectus
        until the Company has amended or supplemented the Prospectus to correct
        such misstatement or omission. At such time as such public disclosure is
        otherwise made or the Company determines that such disclosure is not
        necessary, in each case to correct any misstatement of a material fact
        or to include

                                       14

<PAGE>

        any omitted material fact, the Company agrees promptly to notify each
        Holder of such determination and to furnish each Holder such numbers of
        copies of the Prospectus, as amended or supplemented, as such Holder may
        reasonably request;

                (l)     obtain CUSIP numbers, ISINs and common codes for all
        Exchange Securities, or Registrable Securities, as the case may be, not
        later than the effective date of a Registration Statement, and provide
        the Trustee with printed certificates for the Exchange Securities or
        Registrable Securities, as the case may be, in a form eligible for
        deposit with the Depositary;

                (m)     in the case of a Shelf Registration, enter into
        agreements (including underwriting agreements) and take all other
        customary and appropriate actions (including those reasonably requested
        by the Majority Holders of the Registrable Securities) in order to
        expedite or facilitate the disposition of such Registrable Securities
        and in such connection, whether or not an underwriting agreement is
        entered into and whether or not the registration is an underwritten
        registration, in a manner that is reasonable and customary:

                        (i)     make such representations and warranties to the
                Holders of such Registrable Securities and the underwriters, if
                any, in form, substance and scope as are customarily made by
                issuers to underwriters in similar underwritten offerings as may
                be reasonably requested by such Holders and underwriters;

                        (ii)    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, and the Holders of a majority in principal
                amount of the Registrable Securities being sold) addressed to
                each selling Holder and the underwriters, if any, covering the
                matters customarily covered in opinions requested in sales of
                securities or underwritten offerings and such other matters as
                may be reasonably requested by such Holders and underwriters;

                        (iii)   obtain "cold comfort" letters and updates
                thereof from the Company's independent certified public
                accountants addressed to the underwriters, if any, and will use
                commercially reasonable efforts to have such letters addressed
                to the selling Holders of Registrable Securities, such letters
                to be in customary form and covering matters of the type
                customarily covered in "cold comfort" letters to underwriters in
                connection with similar underwritten offerings;

                        (iv)    enter into a securities sales agreement with the
                Holders and an agent of the Holders providing for, among other
                things, the appointment of such agent for the selling Holders
                for the purpose of soliciting purchases of Registrable
                Securities, which agreement shall be in form, substance and
                scope customary for similar offerings;

                        (v)     if an underwriting agreement is entered into in
                the case of an underwritten offering, cause the same to set
                forth indemnification provisions and

                                       15

<PAGE>

                procedures substantially equivalent to the indemnification
                provisions and procedures set forth in Section 5 hereof with
                respect to the underwriters and all other parties to be
                indemnified pursuant to Section 5 hereof; and

                        (vi)    deliver such documents and certificates as may
                be reasonably requested by the underwriters or the Holders and
                as are customarily delivered in similar offerings.

        The above shall be done at (i) the effectiveness of such Registration
Statement (and, if appropriate, each post-effective amendment thereto) and (ii)
each closing under any underwriting or similar agreement as and to the extent
required thereunder. In the case of any underwritten offering, the Company shall
provide written notice to the Holders of all Registrable Securities of such
underwritten offering at least thirty days prior to the filing of a prospectus
supplement for such underwritten offering. Such notice shall (x) offer each such
Holder the right to participate in such underwritten offering, (y) specify a
date, which shall be no earlier than ten Business Days following the date of
such notice, by which such Holder must inform the Company of its intent to
participate in such underwritten offering and (z) include the instructions such
Holder must follow in order to participate in such underwritten offering;

                (n)     in the case of a Shelf Registration, make available for
        inspection by representatives of the Holders of the Registrable
        Securities and any underwriters participating in any disposition
        pursuant to a Shelf Registration Statement and any U.S. counsel or
        accountant retained by such Holders or underwriters, all financial and
        other records, pertinent corporate documents and properties of the
        Company reasonably requested by any such Persons, and cause the
        respective officers, directors, employees, and any other agents of the
        Company to supply all information reasonably requested by any such
        representative, underwriter, special counsel or accountant in connection
        with a Registration Statement; provided, however, that the
        foregoing inspection and information gathering shall be coordinated on
        behalf of the Initial Purchasers by Salomon Smith Barney Inc. and on
        behalf of the other parties by one counsel designated by the holders of
        a majority of the Registrable Securities who shall be approved by the
        Company, such approval not to be unreasonably withheld, and provided
        further that any such records, documents, properties and such
        information that is designated in writing by the Company, in good faith,
        as confidential at the time of delivery of such records, documents,
        properties or information shall be kept confidential by any such
        representative, underwriter, counsel or accountant and shall be used
        only in connection with such Shelf Registration Statement, unless such
        information has become available (not in violation of this Agreement) to
        the public generally or through a third party without an accompanying
        obligation of confidentiality, and except that such representative,
        underwriter, counsel or accountant shall have no liability, and shall
        not be in breach of this provision, if disclosure of such confidential
        information is made in connection with a court proceeding or required by
        law, and the Company shall be entitled to request that such
        representative, underwriter, counsel or accountant sign a
        confidentiality agreement to the foregoing effect. Each such person will
        be required to agree that information obtained by it as a result of such
        inspections shall be deemed confidential and shall not be used by it as
        the basis for any market transactions in the securities of the Company
        unless and until such is made generally available to the public

                                       16

<PAGE>

        through no fault or action of such person. Each selling Holder of such
        Registrable Securities will be required to further agree that it will,
        upon learning that disclosure of confidential information is necessary,
        give notice to the Company to allow the Company at its expense to
        undertake appropriate action to prevent disclosure of the confidential
        information;

                (o)     (i) in the case of an Exchange Offer, a reasonable time
        prior to the filing of any Exchange Offer Registration Statement, any
        Prospectus forming a part thereof, any amendment to an Exchange Offer
        Registration Statement or amendment or supplement to a Prospectus,
        provide copies of such document to the Initial Purchasers, and make such
        changes in any such document prior to the filing thereof as the Initial
        Purchasers or their counsel may reasonably request, provided that such
        changes in any such document are provided to the Company in a timely
        manner with respect to the filing date; (ii) in the case of a Shelf
        Registration, a reasonable time prior to filing any Shelf Registration
        Statement, any Prospectus forming a part thereof, any amendment to such
        Shelf Registration Statement or amendment or supplement to such
        Prospectus, provide copies of such document to the Holders of
        Registrable Securities, to the Initial Purchasers, to counsel on behalf
        of the Holders and to the underwriter or underwriters of an underwritten
        offering of Registrable Securities, if any, and make such changes in any
        such document prior to the filing thereof as counsel to the Initial
        Purchasers, the Holders or any underwriter may reasonably request,
        provided that such changes in any such document are provided to the
        Company in a timely manner with respect to the filing date; and (iii) of
        cause the representatives of the Company to be available for discussion
        such document as shall be reasonably requested by the Holders of
        Registrable Securities, the Initial Purchasers on behalf of such Holders
        or any underwriter, and shall not at any time make any filing of any
        such document of which such Holders, the Initial Purchasers on behalf of
        such Holders, their counsel or any underwriter shall not have previously
        been advised and furnished a copy or to which such Holders, the Initial
        Purchasers on behalf of such Holders, their counsel or any underwriter
        shall reasonably object within a reasonable time period;

                (p)     in the case of a Shelf Registration, use commercially
        reasonable efforts to cause the Registrable Securities to be rated with
        the appropriate rating agencies, if so requested by the Majority Holders
        or by the underwriter or underwriters of an underwritten offering,
        unless the Registrable Securities are already so rated;

                (q)     otherwise use commercially reasonable efforts to comply
        with all applicable rules and regulations of the SEC and make available
        to its security holders, as soon as reasonably practicable, an earnings
        statement covering at least twelve months which shall satisfy the
        provisions of Section 11(a) of the Securities Act and Rule 158
        thereunder; and

                (r)     cooperate and assist in any filings required to be made
        with the NASD and in the performance of any due diligence investigation
        by any underwriter and its counsel.

        In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to

                                       17

<PAGE>

furnish to the Company or its counsel such information regarding such Holder and
the proposed distribution by such Holder of such Registrable Securities, as the
Company may from time to time reasonably request, and agree in writing to be
bound by the Agreement, including the indemnification provisions.

        In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Sections 2(d)(i) and
3(e)(ii)-(vii) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of (i) the copies of the supplemented or amended Prospectus contemplated
by Section 3(k) hereof or (ii) written notice from the Company that the Shelf
Registration Statement is once again effective and that no supplement or
amendment is required. If so directed by the Company, such Holder will deliver
to the Company (at the Company's expense) all copies in its possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

        If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Shelf Registration Statement as a result of
the happening of any event or the discovery of any facts, each of the kind
described in Sections 2(d)(i) and 3(e)(vi) hereof, the Company shall be deemed
to have used commercially reasonable efforts to keep the Shelf Registration
Statement effective during such period of suspension; provided that (i) such
period of suspension shall not exceed the time periods provided in Section
2(d)(iii) hereof and (ii) the Company shall, if necessary, use commercially
reasonable efforts to file and have declared effective (if an amendment) as soon
as practicable an amendment or supplement to the Shelf Registration Statement
and shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions.

        4.      Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Company and shall be reasonably
acceptable to the Majority Holders of such Registrable Securities included in
such offering.

        No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

        5.      Indemnification and Contribution.

                (a)     The Company agrees to indemnify and hold harmless each
        Initial Purchaser, each Holder, including Participating Broker-Dealers,
        each underwriter who

                                       18

<PAGE>

        participates in an offering of Registrable Securities, their respective
        affiliates, and their respective directors, officers, employees, agents,
        and each Person, if any, who controls any Initial Purchaser or any
        Holder within the meaning of either Section 15 of the Securities Act or
        Section 20 of the Exchange Act, from and against any and all losses,
        claims, damages and liabilities (including, without limitation, any
        legal or other expenses reasonably incurred by the Initial Purchaser,
        any Holder or any such controlling or affiliated Person in connection
        with defending or investigating any such action or claim) caused by any
        untrue statement or alleged untrue statement of a material fact
        contained in any Registration Statement or any amendment thereof,
        pursuant to which Exchange Securities or Registrable Securities were
        registered under the Securities Act, including all documents
        incorporated therein by reference, or caused by any omission or alleged
        omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein not misleading, or caused by
        any untrue statement or alleged untrue statement of a material fact
        contained in any Prospectus (as amended or supplemented if the Company
        shall have furnished any amendments or supplements thereto), or caused
        by any omission or alleged omission to state therein a material fact
        necessary to make the statements therein in light of the circumstances
        under which they were made not misleading, except insofar as such
        losses, claims, damages or liabilities are caused by any such untrue
        statement or omission or alleged untrue statement or omission based upon
        information relating to any Initial Purchaser or any Holder furnished to
        the Company in writing by such Initial Purchaser or by or relating to
        any Holder or underwriter who participates in an offering of Registrable
        Securities, in each case expressly for use therein; provided, however,
        that the Company shall not be liable to any such Holder, Participating
        Broker-Dealer or controlling person, with respect to any untrue
        statement or alleged untrue statement or omission or alleged omission in
        any preliminary prospectus to the extent that any such loss, liability,
        claim, damage or expense of any Holder, Participating Broker-Dealer or
        controlling person to whom there was not sent or given, at or prior to
        the written confirmation of such sale, a copy of the final Prospectus as
        then amended or supplemented, if the Company had previously furnished
        copies thereof to such Holder, Participating Broker-Dealer or
        controlling person and the loss, liability, claim, damage or expense of
        such Holder, Participating Broker-Dealer or controlling person results
        from an untrue statement or omission of a material fact contained in the
        preliminary prospectus that was corrected in the final Prospectus.

                (b)     Each Holder agrees, severally and not jointly, to
        indemnify and hold harmless the Company, each Initial Purchaser, each
        underwriter who participates in an offering of Registrable Securities,
        and the other selling Holders, and each of their respective directors
        and officers (including each director and officer of the Company who
        signed the Registration Statement) and each Person, if any, who controls
        the Company, any Initial Purchaser, any underwriter or any other selling
        Holder within the meaning of either Section 15 of the Securities Act or
        Section 20 of the Exchange Act from and against any and all losses,
        claims, damages and liabilities (including, without limitation, any
        legal or other expenses described in the indemnity contained in Section
        5(a), as incurred), but only with reference to information relating to
        such Holder furnished to the Company in writing by such Holder expressly
        for use in any Registration Statement or any amendment thereof or any
        Prospectus or any amendments or supplements thereto.

                                       19

<PAGE>

                (c)     In case any proceeding (including any governmental
        investigation) shall be instituted involving any Person in respect of
        which indemnity may be sought pursuant to either paragraph (a) or
        paragraph (b) above, such Person (the "indemnified party") shall
        promptly notify the person against whom such indemnity may be sought
        (the "indemnifying party") in writing (but the failure to so notify the
        indemnifying party will not relieve it from any liability which it may
        have to any indemnified party except to the extent it is materially
        prejudiced or harmed) and the indemnifying party, upon request of the
        indemnified party, shall retain counsel reasonably satisfactory to the
        indemnified party to represent the indemnified party and any others the
        indemnifying party may designate in such proceeding and shall pay the
        fees and disbursements of such counsel related to such proceeding. In
        any such proceeding, any indemnified party shall have the right to
        retain its own counsel, but the fees and expenses of such counsel shall
        be at the expense of such indemnified party unless (i) the indemnifying
        party and the indemnified party shall have mutually agreed to the
        retention of such counsel or (ii) the named parties to any such
        proceeding (including any impleaded parties) include both the
        indemnifying party and the indemnified party and representation of both
        parties by the same counsel would be inappropriate due to actual or
        potential differing interests between them. It is understood that the
        indemnifying party shall not, in respect of the legal expenses of any
        indemnified party in connection with any proceeding or related
        proceedings in the same jurisdiction, be liable for (a) the fees and
        expenses of more than one separate firm (in addition to any local
        counsel) for the Initial Purchasers and all Persons, if any, who control
        any Initial Purchaser within the meaning of either Section 15 of the
        Securities Act or Section 20 of the Exchange Act, (b) the fees and
        expenses of more than one separate firm (in addition to any local
        counsel) for the Company, its respective directors, its respective
        officers who sign the Registration Statement and all Persons, if any,
        who control the Company within the meaning of either such Section and
        (c) the fees and expenses of more than one separate firm (in addition to
        any local counsel) for all Holders and all Persons, if any, who control
        any Holders within the meaning of either such Section, and that all such
        fees and expenses shall be reimbursed as they are incurred. In the case
        of any such separate firm for the Initial Purchasers and such control
        Persons of the Initial Purchasers, such firm shall be designated in
        writing by Salomon Smith Barney Inc. In the case of any such separate
        firm for the Holders and such Persons who control Holders, such firm
        shall be designated in writing by the Majority Holders. In all other
        cases, such firm shall be designated in writing by the Company. The
        indemnifying party shall not be liable for any settlement of any
        proceeding affected without its written consent, but if settled with
        such consent or if there is a final judgment for the plaintiff, the
        indemnifying party agrees to indemnify the indemnified party from and
        against any loss or liability by reason of such settlement or judgment.
        Notwithstanding the foregoing sentence, if at any time an indemnified
        party shall have requested an indemnifying party to reimburse the
        indemnified party for fees and expenses of counsel as contemplated by
        the second and third sentences of this paragraph, the indemnifying party
        agrees that it shall be liable for any settlement of any proceeding
        effected without its written consent if (i) such settlement is entered
        into more than 30 days after receipt by such indemnifying party of the
        aforesaid request and (ii) such indemnifying party shall not have
        reimbursed the indemnified party in accordance with such request prior
        to the date of such settlement. No indemnifying party shall, without the
        prior written consent of the

                                       20

<PAGE>

        indemnified party, which consent shall not be unreasonably withheld,
        effect any settlement of any pending or threatened proceeding in respect
        of which any indemnified party is or could have been a party and
        indemnity could have been sought hereunder by such indemnified party,
        unless such settlement (i) includes an unconditional release of such
        indemnified party from all liability on claims that are the subject
        matter of such proceeding and (ii) does not include a statement as to an
        admission of fault, culpability or failure to act by or on behalf of any
        indemnified party.

                (d)     If the indemnification provided for in paragraph (a) or
        paragraph (b) of this Section 5 is unavailable to an indemnified party
        or insufficient in respect of any losses, claims, damages or liabilities
        referred to therein, then each indemnifying party under such paragraph,
        in lieu of indemnifying such indemnified party thereunder, shall
        contribute to the amount paid or payable by such indemnified party as a
        result of such losses, claims, damages or liabilities in such proportion
        as is appropriate to reflect the relative fault of the indemnifying
        party or parties on the one hand and of the indemnified party or parties
        on the other hand in connection with the statements or omissions that
        resulted in such losses, claims, damages or liabilities, as well as any
        other relevant equitable considerations. The relative fault of such
        indemnifying party or parties on the one hand and the indemnified party
        or parties on the other hand shall be determined by reference to, among
        other things, whether the untrue or alleged untrue statement of a
        material fact or the omission or alleged omission to state a material
        fact relates to information supplied by such indemnifying party or
        parties or such indemnified party or parties, and the parties' relative
        intent, knowledge, access to information and opportunity to correct or
        prevent such statement or omission. The obligations of the Initial
        Purchasers and the Holders of Registrable Securities to contribute
        pursuant to this Section 5 are several in proportion to the respective
        number of Securities have purchased hereunder, and not joint.

                (e)     The Company, the Initial Purchasers, and each Holder of
        Registrable Securities agree that it would not be just or equitable if
        contribution pursuant to this Section 5 were determined by pro rata
        allocation (even if the Initial Purchasers were treated as one entity
        for such purpose) or by any other method of allocation that does not
        take account of the equitable considerations referred to in paragraph
        (d) above. The amount paid or payable by an indemnified party as a
        result of the losses, claims, damages and liabilities referred to in
        paragraph (d) above shall be deemed to include, subject to the
        limitations set forth above, any legal or other expenses reasonably
        incurred by such indemnified party in connection with investigating or
        defending any such action or claim. Notwithstanding the provisions of
        this Section 5, no Holder shall be required to indemnify or contribute
        any amount in excess of the amount by which the total price at which
        Registrable Securities were sold by such Holder exceeds the amount of
        any damages that such Holder has otherwise been required to pay by
        reason of such untrue or alleged untrue statement or omission or alleged
        omission. No Person guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the Securities Act) shall be entitled to
        contribution from any Person who was not guilty of such fraudulent
        misrepresentation. For purposes of this Section 5, each Person, if any,
        who controls an Initial Purchaser or Holder within the meaning of
        Section 15 of the Securities Act or Section 20 of the Exchange Act shall
        have the same rights to contribution as such Initial

                                       21

<PAGE>

        Purchaser or Holder, and each director of the Company, each officer of
        the Company who signed the Registration Statement, and each Person, if
        any, who controls the Company within the meaning of Section 15 of the
        Securities Act or Section 20 of the Exchange Act shall have the same
        rights to contribution as the Company. The remedies provided for in this
        Section 5 are not exclusive and shall not limit any rights or remedies
        which may otherwise be available to any indemnified party at law or in
        equity.

        The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser or any Holder, or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

        6.      Miscellaneous.

                (a)     Rule 144 and Rule 144A. For so long as the Company is
        subject to the reporting requirements of Section 13 or 15 of the
        Exchange Act, the Company covenants that it will file the reports
        required to be filed by it under Section 13(a) or 15(d) of the Exchange
        Act and the rules and regulations adopted by the SEC thereunder, that if
        it ceases to be so required to file such reports, it will upon the
        request of any Holder of Registrable Securities (i) make publicly
        available or cause to be made publicly available such information as is
        necessary to permit sales pursuant to Rule 144 under the Securities Act,
        (ii) deliver or cause to be delivered such information to a prospective
        purchaser as is necessary to permit sales pursuant to Rule 144A under
        the Securities Act and it will take such further action as any Holder of
        Registrable Securities may reasonably request, and (iii) take such
        further action that is reasonable in the circumstances, in each case, to
        the extent required from time to time to enable such Holder to sell its
        Registrable Securities without registration under the Securities Act
        within the limitation of the exemptions provided by (x) Rule 144 under
        the Securities Act, as such Rule may be amended from time to time, (y)
        Rule 144A under the Securities Act, as such Rule may be amended from
        time to time, or (z) any similar rules or regulations hereafter adopted
        by the SEC. Upon the written request of any Holder of Registrable
        Securities, the Company will deliver to such Holder a written statement
        as to whether it has complied with such requirements.

                (b)     No Inconsistent Agreements. The Company has not entered
        into nor will the Company on or after the date of this Agreement enter
        into any agreement which is inconsistent with the rights granted to the
        Holders of Registrable Securities in this Agreement or otherwise
        conflicts with the provisions hereof. The rights granted to the Holders
        hereunder do not in any way conflict with and are not inconsistent with
        the rights granted to the holders of the Company's other issued and
        outstanding securities under any such agreements.

                (c)     Amendments and Waivers. The provisions of this
        Agreement, including the provisions of this sentence, may not be
        amended, modified or supplemented, and waivers or consents to departures
        from the material provisions hereof may not be given unless the Company
        has obtained the written consent of the Majority Holders of the

                                       22

<PAGE>

        outstanding Registrable Securities affected by such amendment,
        modification, supplement, waiver or departure.

                (d)     Notices. All notices and other communications provided
        for or permitted hereunder shall be made in writing by hand-delivery,
        registered first-class mail, telecopier, or any courier guaranteeing
        overnight delivery (i) if to a Holder (other than an Initial Purchaser),
        at the most current address set forth on the records of the Registrar
        under the Indenture, (ii) if to an Initial Purchaser, at the most
        current address given by such Initial Purchaser to the Company by means
        of a notice given in accordance with the provisions of this Section
        6(d), which address initially is the address set forth in the Purchase
        Agreement; and (iii) if to the Company, initially at its respective
        addresses set forth in the Purchase Agreement and thereafter at such
        other addresses, notice of which are given in accordance with the
        provisions of this Section 6(d).

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

                (e)     Successors and Assigns. This Agreement shall inure to
        the benefit of and be binding upon the successors, assigns and
        transferees of each of the parties, including, without limitation and
        without the need for an express assignment, subsequent Holders; provided
        that nothing herein shall be deemed to permit any assignment, transfer
        or other disposition of Registrable Securities in violation of the terms
        hereof or of the Purchase Agreement or the Indenture. If any transferee
        of any Holder shall acquire Registrable Securities, in any manner,
        whether by operation of law or otherwise, such Registrable Securities
        shall be held subject to all of the terms of this Agreement, and by
        taking and holding such Registrable Securities, such Person shall be
        conclusively deemed to have agreed to be bound by and to perform all of
        the terms and provisions of this Agreement, including the restrictions
        on resale set forth in this Agreement and, if applicable, the Purchase
        Agreement, and such Person shall be entitled to receive the benefits
        hereof.

                (f)     Third Party Beneficiary. Subject to the provisions of
        Section 6(c) hereof, the Holders shall be third party beneficiaries to
        the agreements made hereunder between the Company on the one hand, and
        the Initial Purchasers, on the other hand, and shall have the right to
        enforce such agreements directly to the extent it deems such enforcement
        necessary or advisable to protect its rights or the rights of Holders
        hereunder.

                (g)     Counterparts. This Agreement may be executed in any
        number of counterparts and by the parties hereto in separate
        counterparts, each of which when so executed shall be deemed to be an
        original and all of which taken together shall constitute one and the
        same agreement.

                                       23

<PAGE>

                (h)     Headings. The headings in this Agreement are for
        convenience of reference only and shall not limit or otherwise affect
        the meaning hereof.

                (i)     Governing Law. This Agreement shall be governed by and
        construed in accordance with the laws of the State of New York, without
        regard to its conflict of laws provisions.

                (j)     Severability. In the event that any one or more of the
        provisions contained herein, or the application thereof in any
        circumstance, is held invalid, illegal or unenforceable, the validity,
        legality and enforceability of any such provision in every other respect
        and of the remaining provisions contained herein shall not be affected
        or impaired thereby.

                            [Signatures on next page]

                                       24

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                        NCR CORPORATION


                                        By:    /s/ Earl C. Shanks
                                        Name:   Earl C. Shanks
                                        Title:  Senior Vice President and Chief
                                                Financial Officer


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

SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
BNY CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
MCDONALD INVESTMENTS INC.

By: SALOMON SMITH BARNEY INC.


By:  /s/ Mark Francis
Name:    Mark Francis
Title:   Managing Director

For itself and the other Initial Purchasers

                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6(A)
<SEQUENCE>6
<FILENAME>dex46a.txt
<DESCRIPTION>EXHIBIT 4.(A)
<TEXT>
<PAGE>

                                                                  EXHIBIT 4.6(a)

                                 NCR CORPORATION

                           7.125% Senior Note due 2009

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of 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.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT

                                        1

<PAGE>

OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

No. REGS-1                                                                U.S.$0
                                                          CUSIP No.: U62886 AA 1
                                                          ISIN No.: USU62886AA18

     NCR Corporation, a corporation duly organized and existing under the laws
of Maryland (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum set
forth above or such other principal sum on the Schedule attached hereto (which
shall not exceed U.S.$300,000,000) on June 15, 2009, and to pay interest thereon
from June 6, 2002 or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on June 15 and
December 15 in each year, commencing December 15, 2002, at the rate of 7.125%
per annum, until the principal hereof is paid or made available for payment;
provided, however, in the event (each such event in clauses (i) through (iii)
below, being referred to as a "Registration Default") that: (i) the Company is
permitted under the law and currently prevailing interpretations of the
Securities and Exchange Commission's (the "Commission") staff to effect the
Registered Exchange Offer and (A) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 90th day following the Issue
Date, (B) the Exchange Offer Registration Statement is not declared effective on
or prior to the 150th day following the Issue Date, or (C) the Registered
Exchange Offer is not consummated on or prior to the 200th day following the
Issue Date; (ii) in the event the Company is required to file a Shelf
Registration Statement and the Shelf Registration Statement (A) is not filed
with the Commission on or prior to the date specified in Section 2 of the
Registration Agreement, or (B) is not declared effective by the Commission on or
prior to the date specified in Section 2 of the Registration Agreement; or (iii)
after a Registration Statement is declared effective, (A) such Registration
Statement ceases to be effective prior to the end of the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, or (B) such
Registration Statement or the related Prospectus ceases to be useable in
connection with resales of the Securities covered by such Registration Statement
prior to the end of the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable then, in the event of a Registration Default
under clause (i) or (ii) above, Additional Interest shall accrue on the
Securities affected thereby over and above the interest rate set forth in the
title to the Securities from and including the next day following each such
Registration Default, in each case at a rate equal to 0.25% per annum and, in
the event of a Registration Default under clause (iii) above, if the aggregate
number of days in any consecutive 12-month period for which the Registration
Statement shall not be usable exceeds 90 days in the aggregate, then Additional
Interest shall accrue on the Securities affected thereby over and above the
interest rate set forth in the title to the Securities from and including the
next day following the 90th such day at a rate equal to 0.25% per annum;
provided, that the aggregate Additional Interest will in no event exceed 0.25%
per annum. "Additional Interest" means any interest that accrues pursuant to
clauses (i), (ii)

                                        2

<PAGE>

and/or (iii) above. Additional Interest attributable to a Registration Default
shall cease to accrue once such Registration Default is cured.

     The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.

     The interest (and Additional Interest, if any) so payable, and punctually
paid or duly provided for, on any interest payment date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or any predecessor
thereto) is registered at the close of business on the regular record date for
such interest, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such interest payment date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Security (or any predecessor thereto) is
registered at the close of business on a special record date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such special record date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     Payment of the principal of (and premium, if any) and interest (and
Additional Interest, if any) on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest
Payment Date.

     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.

                        [Signatures appear on next page]

                                        3

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                           NCR CORPORATION

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

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: _______________, 2002

                                           THE BANK OF NEW YORK,
                                           as Trustee

                                           By:
                                              ---------------------------------
                                                  Authorized Signatory

                                        4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                           7.125% Senior Note due 2009

     Section 1.   Indenture

     The Company issued the Securities under an Indenture, dated as of June 1,
2002, between the Company and the Trustee, and Supplemental Indenture No. 1
thereto, dated as of June 6, 2002 (collectively, the "Indenture"). The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act as in effect on the date of
the Indenture. Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Securityholders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms and
provisions.

     The Securities are unsecured obligations of the Company initially limited
to $300,000,000 aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities and
Private Exchange Securities issued in exchange for Initial Securities. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture.

     Section 2.   Optional Redemption

     The Securities may be redeemed at the option of the Company, in whole or in
part, at any time or from time to time. The redemption price for the Securities
to be redeemed on any redemption date will be equal to the greater of: (i)100%
of the principal amount of the Securities being redeemed on the redemption date;
or (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities being redeemed on that redemption
date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the
Treasury Rate, plus 37.5 basis points, as determined by the Reference Treasury
Dealer, plus, in either case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Securities that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the
registered Holders as of the close of business on the relevant record date
according to the Securities and the Indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

     The Company shall mail notice of any redemption at least 30 days but not
more than 60 days before the redemption date to each registered Holder of the
Securities to be redeemed. Once notice of redemption is mailed, the Securities
called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to the
redemption date.

     "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

                                        5

<PAGE>

for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities.

     "Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.

     "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or Banc One
Capital Markets, Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s)
selected by the Company.

     "Reference Treasury Dealer Quotation" 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. (New York
City time) on the third business day preceding such redemption date.

     Section 3.   Sinking Fund

     The Securities are not subject to any sinking fund.

     Section 4.   Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal amount. If money sufficient to
pay the redemption price of and accrued and unpaid interest and liquidated
damages, if any, on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions as specified in the Indenture are satisfied,
on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.

     Section 5.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the

                                        6

<PAGE>

Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.

     Section 6.   Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

     Section 7.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.

     Section 8.   Discharge and Defeasance

     Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.

     Section 9.   Trustee Dealings with the Company

     Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

     Section 10.  No Recourse Against Others

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     Section 11.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

                                        7

<PAGE>

     Section 12.  Governing Law

     THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF, EXCEPT TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     Section 13.  CUSIP Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     Section 14.  Holders' Compliance with Registration Agreement

     Each Holder of a Security, by acceptance hereof, acknowledges and agrees to
the provisions of the Registration Agreement, including, without limitation, the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein. In the event of a
conflict between the terms of this Security and the Registration Agreement, the
terms of the Registration Agreement shall control.

     The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Security.

                                        8

<PAGE>

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

     This Certificate relates to $_____________ principal amount of Securities
held in (check applicable space) ___ book-entry or ___ definitive form by
_______________________ (the "Transferor").

The Transferor (check one box below):

[ ]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations in an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);
     or

[ ]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933 as amended (the "Securities Act"), the
undersigned confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

     (1)  [ ]  to the Company; or

     (2)  [ ]  pursuant to an effective registration statement under the
               Securities Act; or

     (3)  [ ]  inside the United States to a "qualified institutional buyer" (as
               defined in Rule 144A under the Securities Act of 1933) that
               purchases for its own account or for the account of a qualified
               institutional buyer to whom notice is given that such transfer is
               being made in reliance on Rule 144A, in each case pursuant to and
               in compliance with Rule 144A under the Securities Act; or

     (4)  [ ]  outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act in compliance
               with Rule 904 under the Securities Act; or

     (5)  [ ]  to an institutional "accredited investor" (as defined in Rule
               501(a)(1), (2), (3) or (7) under the Securities Act) that has
               furnished to the Trustee a signed letter containing certain
               representations and agreements; or

     (6)  [ ]  pursuant to another available exemption from registration
               provided by Rule 144 under the Securities Act.

     Prior to the expiration of the period referred to in Rule 144(k), unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in

                                        9

<PAGE>

the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Securities, such legal opinions,
certifications and other information satisfactory to the Company and the Trustee
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.

                                                [INSERT NAME OF TRANSFEROR]

Dated:
      ------------------------------

By:
   ---------------------------------

                                       10

<PAGE>

                              SCHEDULE OF EXCHANGES

     The following exchanges of a part of this Book-Entry Security have been
made:

<TABLE>
<CAPTION>
                                                                        Principal Amount of this       Signature of
                   Amount of decrease in      Amount of increase in       Book-Entry Security      authorized signatory
Date of             Principal Amount of        Principal Amount of      following such decrease       of Trustee or
Exchange          this Book-Entry Security   this Book-Entry Security       (or increase)          Security Custodian
<S>                <C>                       <C>                        <C>                        <C>



</TABLE>

                                       11

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably  appoint  _____________________________________agent  to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date:                        Your Signature:
      ----------------------                ------------------------------------

- --------------------------------------------------------------------------------
      Sign exactly as your name appears on the other side of this Security.

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6(B)
<SEQUENCE>7
<FILENAME>dex46b.txt
<DESCRIPTION>EXHIBIT 4.6(B)
<TEXT>
<PAGE>

                                                                  EXHIBIT 4.6(b)

                                 NCR CORPORATION

                           7.125% Senior Note due 2009

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of 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.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT

                                        1

<PAGE>

OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

     EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

No. R144A-1                                                     U.S.$300,000,000
                                                          CUSIP No.: 62886E AB 4
                                                          ISIN No.: US62886EAB48

     NCR Corporation, a corporation duly organized and existing under the laws
of Maryland (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum set
forth above or such other principal sum on the Schedule attached hereto (which
shall not exceed U.S.$300,000,000) on June 15, 2009, and to pay interest thereon
from June 6, 2002 or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on June 15 and
December 15 in each year, commencing December 15, 2002, at the rate of 7.125%
per annum, until the principal hereof is paid or made available for payment;
provided, however, in the event (each such event in clauses (i) through (iii)
below, being referred to as a "Registration Default") that: (i) the Company is
permitted under the law and currently prevailing interpretations of the
Securities and Exchange Commission's (the "Commission") staff to effect the
Registered Exchange Offer and (A) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 90th day following the Issue
Date, (B) the Exchange Offer Registration Statement is not declared effective on
or prior to the 150th day following the Issue Date, or (C) the Registered
Exchange Offer is not consummated on or prior to the 200th day following the
Issue Date; (ii) in the event the Company is required to file a Shelf
Registration Statement and the Shelf Registration Statement (A) is not filed
with the Commission on or prior to the date specified in Section 2 of the
Registration Agreement, or (B) is not declared effective by the Commission on or
prior to the date specified in Section 2 of the Registration Agreement; or (iii)
after a Registration Statement is declared effective, (A) such Registration
Statement ceases to be effective prior to the end of the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, or (B) such
Registration Statement or the related Prospectus ceases to be useable in
connection with resales of the Securities covered by such Registration Statement
prior to the end of the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable then, in the event of a Registration Default
under clause (i) or (ii) above, Additional Interest shall accrue on the
Securities affected thereby over and above the interest rate set forth in the
title to the Securities from and including the next day following each such
Registration Default, in each case at a rate equal to 0.25% per annum and, in
the event of a Registration Default under clause (iii) above, if the aggregate
number of days in any consecutive 12-month period for which the Registration

                                        2

<PAGE>

Statement shall not be usable exceeds 90 days in the aggregate, then Additional
Interest shall accrue on the Securities affected thereby over and above the
interest rate set forth in the title to the Securities from and including the
next day following the 90th such day at a rate equal to 0.25% per annum;
provided, that the aggregate Additional Interest will in no event exceed 0.25%
per annum. "Additional Interest" means any interest that accrues pursuant to
clauses (i), (ii) and/or (iii) above. Additional Interest attributable to a
Registration Default shall cease to accrue once such Registration Default is
cured.

     The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.

     The interest (and Additional Interest, if any) so payable, and punctually
paid or duly provided for, on any interest payment date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or any predecessor
thereto) is registered at the close of business on the regular record date for
such interest, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such interest payment date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Security (or any predecessor thereto) is
registered at the close of business on a special record date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such special record date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     Payment of the principal of (and premium, if any) and interest (and
Additional Interest, if any) on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest
Payment Date.

     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.

                                        3

<PAGE>

     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.

                        [Signatures appear on next page]

                                        4

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          NCR CORPORATION

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

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated: _______________, 2002

                                          THE BANK OF NEW YORK,
                                          as Trustee

                                          By:
                                             -----------------------------------
                                                  Authorized Signatory

                                        5

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                           7.125% Senior Note due 2009

     Section 1.   Indenture

     The Company issued the Securities under an Indenture, dated as of June 1,
2002, between the Company and the Trustee, and Supplemental Indenture No. 1
thereto, dated as of June 6, 2002 (collectively, the "Indenture"). The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act as in effect on the date of
the Indenture. Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Securityholders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms and
provisions.

     The Securities are unsecured obligations of the Company initially limited
to $300,000,000 aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities and
Private Exchange Securities issued in exchange for Initial Securities. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture.

     Section 2.   Optional Redemption

     The Securities may be redeemed at the option of the Company, in whole or in
part, at any time or from time to time. The redemption price for the Securities
to be redeemed on any redemption date will be equal to the greater of: (i)100%
of the principal amount of the Securities being redeemed on the redemption date;
or (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities being redeemed on that redemption
date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the
Treasury Rate, plus 37.5 basis points, as determined by the Reference Treasury
Dealer, plus, in either case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Securities that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the
registered Holders as of the close of business on the relevant record date
according to the Securities and the Indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

     The Company shall mail notice of any redemption at least 30 days but not
more than 60 days before the redemption date to each registered Holder of the
Securities to be redeemed. Once notice of redemption is mailed, the Securities
called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to the
redemption date.

     "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

                                        6

<PAGE>

for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities.

     "Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.

     "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or Banc One
Capital Markets, Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s)
selected by the Company.

     "Reference Treasury Dealer Quotation" 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. (New York
City time) on the third business day preceding such redemption date.

     Section 3.   Sinking Fund

     The Securities are not subject to any sinking fund.

     Section 4.   Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal amount. If money sufficient to
pay the redemption price of and accrued and unpaid interest and liquidated
damages, if any, on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions as specified in the Indenture are satisfied,
on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.

     Section 5.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the

                                        7

<PAGE>

Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.

     Section 6.   Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

     Section 7.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.

     Section 8.   Discharge and Defeasance

     Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.

     Section 9.   Trustee Dealings with the Company

     Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

     Section 10.  No Recourse Against Others

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     Section 11.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

                                        8

<PAGE>

     Section 12.  Governing Law

     THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF, EXCEPT TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     Section 13.  CUSIP Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     Section 14.  Holders' Compliance with Registration Agreement

     Each Holder of a Security, by acceptance hereof, acknowledges and agrees to
the provisions of the Registration Agreement, including, without limitation, the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein. In the event of a
conflict between the terms of this Security and the Registration Agreement, the
terms of the Registration Agreement shall control.

     The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Security.

                                        9

<PAGE>

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

     This Certificate relates to $_____________ principal amount of Securities
held in (check applicable space) ___ book-entry or ___ definitive form by
_________________________ (the "Transferor").

The Transferor (check one box below):

[ ]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations in an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);
     or

[ ]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933 as amended (the "Securities Act"), the
undersigned confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

     (1)  [ ]  to the Company; or

     (2)  [ ]  pursuant to an effective registration statement under the
               Securities Act; or

     (3)  [ ]  inside the United States to a "qualified institutional buyer"
               (as defined in Rule 144A under the Securities Act of 1933) that
               purchases for its own account or for the account of a qualified
               institutional buyer to whom notice is given that such transfer is
               being made in reliance on Rule 144A, in each case pursuant to and
               in compliance with Rule 144A under the Securities Act; or

     (4)  [ ]  outside the United States in an offshore transaction within
               the meaning of Regulation S under the Securities Act in
               compliance with Rule 904 under the Securities Act; or

     (5)  [ ]  to an institutional "accredited investor" (as defined in Rule
               501(a)(1), (2), (3) or (7) under the Securities Act) that has
               furnished to the Trustee a signed letter containing certain
               representations and agreements; or

     (6)  [ ]  pursuant to another available exemption from registration
               provided by Rule 144 under the Securities Act.

     Prior to the expiration of the period referred to in Rule 144(k), unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in

                                       10

<PAGE>

the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Securities, such legal opinions,
certifications and other information satisfactory to the Company and the Trustee
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.

                                                [INSERT NAME OF TRANSFEROR]

Dated:
      ------------------------------------

By:
   ---------------------------------------

                                       11

<PAGE>

                              SCHEDULE OF EXCHANGES

     The following exchanges of a part of this Book-Entry Security have been
made:

<TABLE>
<CAPTION>

                                                                        Principal Amount of this        Signature of
                   Amount of decrease in      Amount of increase in        Book-Entry Security      authorized signatory
Date of             Principal Amount of        Principal Amount of      following such decrease       of Trustee or
Exchange          this Book-Entry Security   this Book-Entry Security         (or increase)          Security Custodian
<S>               <C>                        <C>                        <C>                         <C>



</TABLE>

                                       12

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _____________________________________agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Date:                        Your Signature:
     -----------------------                --------------------------------

- --------------------------------------------------------------------------------
      Sign exactly as your name appears on the other side of this Security.

                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6(C)
<SEQUENCE>8
<FILENAME>dex46c.txt
<DESCRIPTION>EXHIBIT 4.6(C)
<TEXT>
<PAGE>

                                                                  EXHIBIT 4.6(c)

                                 NCR CORPORATION

                           7.125% Senior Note due 2009

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of 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.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT

                                        1

<PAGE>

OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

No. IAI-1                                                                 U.S.$0
                                                          CUSIP No.: 62886E AD 0
                                                          ISIN No.: US62886EAD04

     NCR Corporation, a corporation duly organized and existing under the laws
of Maryland (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum set
forth above or such other principal sum on the Schedule attached hereto (which
shall not exceed U.S.$300,000,000) on June 15, 2009, and to pay interest thereon
from June 6, 2002 or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on June 15 and
December 15 in each year, commencing December 15, 2002, at the rate of 7.125%
per annum, until the principal hereof is paid or made available for payment;
provided, however, in the event (each such event in clauses (i) through (iii)
below, being referred to as a "Registration Default") that: (i) the Company is
permitted under the law and currently prevailing interpretations of the
Securities and Exchange Commission's (the "Commission") staff to effect the
Registered Exchange Offer and (A) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 90th day following the Issue
Date, (B) the Exchange Offer Registration Statement is not declared effective on
or prior to the 150th day following the Issue Date, or (C) the Registered
Exchange Offer is not consummated on or prior to the 200th day following the
Issue Date; (ii) in the event the Company is required to file a Shelf
Registration Statement and the Shelf Registration Statement (A) is not filed
with the Commission on or prior to the date specified in Section 2 of the
Registration Agreement, or (B) is not declared effective by the Commission on or
prior to the date specified in Section 2 of the Registration Agreement; or (iii)
after a Registration Statement is declared effective, (A) such Registration
Statement ceases to be effective prior to the end of the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, or (B) such
Registration Statement or the related Prospectus ceases to be useable in
connection with resales of the Securities covered by such Registration Statement
prior to the end of the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable then, in the event of a Registration Default
under clause (i) or (ii) above, Additional Interest shall accrue on the
Securities affected thereby over and above the interest rate set forth in the
title to the Securities from and including the next day following each such
Registration Default, in each case at a rate equal to 0.25% per annum and, in
the event of a Registration Default under clause (iii) above, if the aggregate
number of days in any consecutive 12-month period for which the Registration
Statement shall not be usable exceeds 90 days in the aggregate, then Additional
Interest shall accrue on the Securities affected thereby over and above the
interest rate set forth in the title to the Securities from and including the
next day following the 90th such day at a rate equal to 0.25% per annum;
provided, that the aggregate Additional Interest will in no event exceed 0.25%
per annum. "Additional Interest" means any interest that accrues pursuant to
clauses (i), (ii)

                                        2

<PAGE>

and/or (iii) above. Additional Interest attributable to a Registration Default
shall cease to accrue once such Registration Default is cured.

     The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.

     The interest (and Additional Interest, if any) so payable, and punctually
paid or duly provided for, on any interest payment date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or any predecessor
thereto) is registered at the close of business on the regular record date for
such interest, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such interest payment date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Security (or any predecessor thereto) is
registered at the close of business on a special record date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such special record date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     Payment of the principal of (and premium, if any) and interest (and
Additional Interest, if any) on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest
Payment Date.

     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.

                        [Signatures appear on next page]

                                        3

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to the duly
executed.

                                          NCR CORPORATION

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

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: _______________, 2002

                                          THE BANK OF NEW YORK,
                                          as Trustee

                                          By:
                                             -----------------------------------
                                                  Authorized Signatory

                                        4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                           7.125% Senior Note due 2009

     Section 1.   Indenture

     The Company issued the Securities under an Indenture, dated as of June 1,
2002, between the Company and the Trustee, and Supplemental Indenture No. 1
thereto, dated as of June 6, 2002 (collectively, the "Indenture"). The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act as in effect on the date of
the Indenture. Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Securityholders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms and
provisions.

     The Securities are unsecured obligations of the Company initially limited
to $300,000,000 aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities and
Private Exchange Securities issued in exchange for Initial Securities. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture.

     Section 2.   Optional Redemption

     The Securities may be redeemed at the option of the Company, in whole or in
part, at any time or from time to time. The redemption price for the Securities
to be redeemed on any redemption date will be equal to the greater of: (i)100%
of the principal amount of the Securities being redeemed on the redemption date;
or (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities being redeemed on that redemption
date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the
Treasury Rate, plus 37.5 basis points, as determined by the Reference Treasury
Dealer, plus, in either case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Securities that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the
registered Holders as of the close of business on the relevant record date
according to the Securities and the Indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

     The Company shall mail notice of any redemption at least 30 days but not
more than 60 days before the redemption date to each registered Holder of the
Securities to be redeemed. Once notice of redemption is mailed, the Securities
called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to the
redemption date.

     "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

                                        5

<PAGE>

for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities.

     "Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.

     "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or Banc One
Capital Markets, Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s)
selected by the Company.

     "Reference Treasury Dealer Quotation" 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. (New York
City time) on the third business day preceding such redemption date.

     Section 3.   Sinking Fund

     The Securities are not subject to any sinking fund.

     Section 4.   Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal amount. If money sufficient to
pay the redemption price of and accrued and unpaid interest and liquidated
damages, if any, on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions as specified in the Indenture are satisfied,
on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.

     Section 5.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the

                                        6

<PAGE>

Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.

     Section 6.   Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

     Section 7.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.

     Section 8.   Discharge and Defeasance

     Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.

     Section 9.   Trustee Dealings with the Company

     Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

     Section 10.  No Recourse Against Others

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     Section 11.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

                                        7

<PAGE>

     Section 12.  Governing Law

     THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF, EXCEPT TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     Section 13.  CUSIP Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     Section 14.  Holders' Compliance with Registration Agreement

     Each Holder of a Security, by acceptance hereof, acknowledges and agrees to
the provisions of the Registration Agreement, including, without limitation, the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein. In the event of a
conflict between the terms of this Security and the Registration Agreement, the
terms of the Registration Agreement shall control.

     The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Security.

                                        8

<PAGE>

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

     This Certificate relates to $_____________ principal amount of Securities
held in (check applicable space) ___ book-entry or ___ definitive form by
_________________________ (the "Transferor").

The Transferor (check one box below):

[ ]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations in an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);
     or

[ ]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933 as amended (the "Securities Act"), the
undersigned confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

     (1)  [ ]  to the Company; or

     (2)  [ ]  pursuant to an effective registration statement under the
               Securities Act; or

     (3)  [ ]  inside the United States to a "qualified institutional buyer"
               (as defined in Rule 144A under the Securities Act of 1933) that
               purchases for its own account or for the account of a qualified
               institutional buyer to whom notice is given that such transfer is
               being made in reliance on Rule 144A, in each case pursuant to and
               in compliance with Rule 144A under the Securities Act; or

     (4)  [ ]  outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act in compliance
               with Rule 904 under the Securities Act; or

     (5)  [ ]  to an institutional "accredited investor" (as defined in Rule
               501(a)(1), (2), (3) or (7) under the Securities Act) that has
               furnished to the Trustee a signed letter containing certain
               representations and agreements; or

     (6)  [ ]  pursuant to another available exemption from registration
               provided by Rule 144 under the Securities Act.

     Prior to the expiration of the period referred to in Rule 144(k), unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in

                                        9

<PAGE>

the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Securities, such legal opinions,
certifications and other information satisfactory to the Company and the Trustee
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.

                                                [INSERT NAME OF TRANSFEROR]

Dated:
     -------------------------------------

By:
   ---------------------------------------

                                       10

<PAGE>

                              SCHEDULE OF EXCHANGES

     The following exchanges of a part of this Book-Entry Security have been
made:

<TABLE>
                                        Amount of increase in     Principal Amount of this        Signature of
            Amount of decrease in        Principal Amount of        Book-Entry Security       authorized signatory
Date of      Principal Amount of           this Book-Entry        following such decrease        of Trustee or
Exchange   this Book-Entry Security           Security                 (or increase)           Security Custodian
<S>         <C>                         <C>                       <C>                         <C>



</TABLE>

                                       11

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _____________________________________agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Date:                        Your Signature:
      ----------------------                --------------------------------

- --------------------------------------------------------------------------------
      Sign exactly as your name appears on the other side of this Security.

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>dex101.txt
<DESCRIPTION>NCR CORPORATION PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 NCR CORPORATION

                                  $300,000,000

                          7.125% Senior Notes due 2009

                               Purchase Agreement

                                                              New York, New York
                                                                    June 3, 2002

Salomon Smith Barney Inc.
Banc One Capital Markets, Inc.
BNY Capital Markets, Inc.
Fleet Securities, Inc.
J.P. Morgan Securities Inc.
McDonald Investments Inc.
c/o     Salomon Smith Barney Inc.
        388 Greenwich Street
        New York, New York  10013

Ladies and Gentlemen:

        NCR Corporation, a corporation organized under the laws of Maryland (the
"Company"), proposes to issue and sell to the several parties named in Schedule
I hereto (the "Initial Purchasers"), $300,000,000 principal amount of its 7.125%
Senior Notes due 2009 (the "Securities"). The Securities are to be issued under
an indenture, dated as of June 1, 2002, between the Company and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the Supplemental Indenture
No. 1 thereto, to be dated as of June 6, 2002 (as so supplemented, the
"Indenture").

        The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on exemptions therefrom, including,
without limitation, the exemption provided by Section 4(2) of the Securities
Act, and in transactions under Regulation S of the Securities Act ("Regulation
S"). Pursuant to the terms of a Registration Rights Agreement to be entered into
between the Company and the Initial Purchasers (the "Registration Rights
Agreement"), the Company will agree to file with the Securities and Exchange
Commission (the "Commission"), and to use commercially reasonable efforts to
cause the Commission to declare effective, a registration statement with respect
to an issue of debt securities (the "Exchange Securities") identical in all
respects to the Securities and, upon becoming effective, to offer to the holders
of the Securities the opportunity to exchange their Securities for the Exchange
Securities (the "Exchange Offer"). In the event the Company is not permitted to
effect the Exchange Offer and in certain other circumstances, the Company will
agree to file a shelf registration statement (the "Shelf

<PAGE>

Registration Statement") covering certain resales of the Securities and to use
commercially reasonable efforts to cause the Shelf Registration Statement to
become effective.

        In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum, dated May 30, 2002 (as amended or
supplemented to the date hereof, including any and all exhibits thereto and any
information incorporated by reference therein, the "Preliminary Offering
Memorandum"), and a final offering memorandum, dated June 3, 2002 (as amended or
supplemented to the date hereof including any and all exhibits thereto and any
information incorporated by reference therein, the "Final Offering Memorandum").
Each of the Preliminary Offering Memorandum and the Final Offering Memorandum
sets forth certain information concerning the Company and the Securities. The
Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Final Offering Memorandum, and any amendment or
supplement thereto, in connection with the offer and sale of the Securities by
the Initial Purchasers. Unless stated to the contrary, any references herein to
the terms "amend," "amendment" or "supplement" with respect to the Final
Offering Memorandum shall be deemed to refer to and include any information
filed under the Exchange Act subsequent to the date hereof which is incorporated
by reference therein.

        1.      Representations and Warranties. The Company represents and
warrants to each Initial Purchaser that:

                (a)     The Preliminary Offering Memorandum, on the date
        thereof, did not contain any 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. On the date hereof and on the Closing Date (as defined in
        Section 3 hereof), the Final Offering Memorandum did not, and will not
        (and any amendment or supplement thereto, at the date thereof and at the
        Closing Date, will not), contain any 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; provided, however, that the Company does not make any
        representation or warranty as to the information contained in or omitted
        from the Preliminary Offering Memorandum or the Final Offering
        Memorandum, or any amendment or supplement thereto, in reliance upon and
        in conformity with information furnished in writing to the Company by or
        on behalf of the Initial Purchasers specifically for inclusion therein.
        The statistical and market-related data included in the Preliminary
        Offering Memorandum and the Final Offering Memorandum are based on or
        derived from sources that the Company reasonably believes to be reliable
        and accurate.

                (b)     The documents incorporated or deemed to be incorporated
        by reference in the Preliminary Offering Memorandum and the Final
        Offering Memorandum, when they were filed with the Commission, conformed
        in all material respects to the requirements of the Exchange Act and the
        rules and regulations of the Commission thereunder, and any further
        documents so filed and incorporated or deemed to be incorporated by
        reference in the Preliminary Memorandum and the Final Offering
        Memorandum, when such documents are filed with the Commission, will
        conform in all material respects to the requirements of the Exchange Act
        and the rules and regulations of the Commission thereunder, and when
        read together with the other information in the Preliminary

<PAGE>

        Offering Memorandum or the Final Offering Memorandum, as the case may
        be, at the time issued did not, and as of the Closing Date will not,
        contain any 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.

                (c)     Neither the Company nor any of its subsidiaries has
        sustained, since the date of the latest financial statements of the
        Company included or incorporated by reference in the Final Offering
        Memorandum, any material loss or interference with its business that is
        material to the business of the Company and its subsidiaries taken as a
        whole from fire, explosion, flood or other calamity, whether or not
        covered by insurance, or from any labor dispute or court or governmental
        action, order or decree, otherwise than as set forth or contemplated in
        the Final Offering Memorandum (exclusive of any amendment or supplement
        thereto) and, since the respective dates as of which information is
        given in the Final Offering Memorandum, there has not been any material
        change in the capital stock or any material increase in the consolidated
        short-term or long-term debt of the Company or any material adverse
        change, or any development involving a prospective material adverse
        change, in or affecting the business, properties, financial condition or
        results of operations of the Company and its subsidiaries taken as a
        whole, whether or not in the ordinary course of business (a "Material
        Adverse Change"), otherwise than as set forth or contemplated in the
        Final Offering Memorandum (exclusive of any amendment or supplement
        thereto).

                (d)     The Company (i) is a corporation duly organized, validly
        existing and in good standing under the laws of the State of Maryland,
        (ii) has the requisite corporate power and authority to own, lease and
        operate its properties and conduct its business as described in the
        Final Offering Memorandum, (iii) is duly qualified as a foreign
        corporation to transact business and is in good standing (with respect
        to the jurisdictions which recognize such concept) in each other
        jurisdiction in which such qualification is required, whether by reason
        of the ownership or leasing of property or the conduct of business,
        except where the failure to qualify or to be in good standing would not
        have a material adverse effect on the business, properties, financial
        condition or results of operations of the Company and its subsidiaries
        taken as a whole (a "Material Adverse Effect"). Each subsidiary of the
        Company is a corporation, partnership, limited liability company or
        business trust duly incorporated or organized, validly existing and in
        good standing (to the extent the jurisdiction of its incorporation
        recognizes such concept) under the laws of the jurisdiction of its
        incorporation or organization, with the requisite power and authority to
        own, lease and operate its properties and conduct its business as
        described in the Final Offering Memorandum; each such subsidiary is duly
        qualified as a foreign corporation or organization to transact business
        and is in good standing (with respect to the jurisdictions which
        recognize such concept) in each jurisdiction in which such qualification
        is required, whether by reason of the ownership or leasing of property
        or the conduct of business, except where the failure to qualify or to be
        in good standing would not result in a Material Adverse Effect.

                (e)     The Company has outstanding equity capitalization as set
        forth in the Final Offering Memorandum (except for subsequent issuances,
        if any, pursuant to employee benefit plans or pursuant to the exercise
        of convertible securities or options),

<PAGE>

        and all of the issued shares of capital stock of the Company have been
        duly and validly authorized and issued and are fully paid and
        non-assessable. Except as otherwise disclosed in the Final Offering
        Memorandum, all of the issued and outstanding capital stock or other
        ownership interests of each subsidiary of the Company (i) have been duly
        authorized and validly issued, (ii) are fully paid and non-assessable
        and (iii) (except for shares necessary to qualify directors or to
        maintain any minimum number of shareholders required by law) are owned
        by the Company directly or through subsidiaries, free and clear of any
        security interest, mortgage, pledge, lien, encumbrance, claim or equity
        except as described in the Final Offering Memorandum and except for such
        security interests, mortgages, pledges, liens, encumbrances, claims or
        equities that are immaterial to the Company and its subsidiaries taken
        as a whole.

                (f)     This Purchase Agreement has been duly authorized,
        executed and delivered by the Company.

                (g)     The Registration Rights Agreement has been duly
        authorized by the Company and at the Closing Date will have been duly
        executed and delivered by the Company and will constitute a valid and
        legally binding agreement of the Company, enforceable in accordance with
        its terms except as the same may be limited by bankruptcy, insolvency,
        reorganization or other laws of general applicability relating to or
        affecting the enforcement of creditors' rights and to general equity
        principles.

                (h)     The Securities and the Exchange Securities have been
        duly authorized, and, when issued and delivered pursuant to this
        Purchase Agreement and the Registration Rights Agreement, respectively,
        the Securities and the Exchange Securities will have been duly executed,
        issued and delivered and (assuming the due authentication thereof by the
        Trustee) will constitute valid and legally binding obligations of the
        Company and will be entitled to the benefits provided by the Indenture.

                (i)     The Indenture has been duly authorized by the Company
        and, at the Closing Date, will have been duly executed and delivered by
        the Company and will constitute a valid and legally binding agreement of
        the Company, enforceable in accordance with its terms except as the same
        may be limited by bankruptcy, insolvency, reorganization or other laws
        of general applicability relating to or affecting the enforcement of
        creditors' rights and to general equity principles; the Indenture is in
        a form that will permit it to be qualified under the Trust Indenture Act
        of 1939, as amended (the "Trust Indenture Act").

                (j)     The Indenture and the Registration Rights Agreement
        conform, and the Securities and the Exchange Securities will conform, to
        the descriptions thereof contained in the Final Offering Memorandum.

                (k)     The issuance and sale of the Securities and the Exchange
        Securities and the compliance by the Company with all of the provisions
        of the Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement, the Registration Rights Agreement and the consummation of the
        transactions herein and therein contemplated, will not (i) conflict with
        or result in a breach or violation of any of the terms or provisions of,
        or

<PAGE>

        constitute a default under, or result in the creation or imposition of
        any lien, charge or encumbrance upon any of the property or assets of
        the Company or any of its subsidiaries pursuant to the terms of, any
        indenture, mortgage, deed of trust, loan agreement or other agreement or
        instrument to which the Company or any of its subsidiaries is a party or
        by which the Company or any of its subsidiaries is bound or to which any
        of the property or assets of the Company or any of its subsidiaries is
        subject, which would have a Material Adverse Effect or affect the
        validity of the Securities or the Exchange Securities or the legal
        authority of the Company to comply with the terms of the Securities, the
        Exchange Securities, the Indenture, this Purchase Agreement or the
        Registration Rights Agreement, (ii) result in any violation of the
        provisions of the organizational documents of the Company or any of its
        subsidiaries or (iii) result in any violation of any statute or any
        order, rule or regulation of any court or governmental agency or body,
        domestic or foreign, having jurisdiction over the Company or any of its
        subsidiaries or any of their properties which would have a Material
        Adverse Effect or affect the validity of the Securities or the Exchange
        Securities or the legal authority of the Company to comply with the
        Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement or the Registration Rights Agreement.

                (l)     No consent, approval, authorization, order,
        registration, filing or qualification of or with any court or
        governmental agency or body, domestic or foreign, having jurisdiction
        over the Company is required for the issuance and sale of the Securities
        or the Exchange Securities or the consummation by the Company of the
        other transactions contemplated by this Purchase Agreement, the
        Registration Rights Agreement or the Indenture, except for (i) such
        consents, approvals, authorizations, orders, registrations, filings or
        qualifications which shall have been obtained or made prior to the
        Closing Date, (ii) as may be required by the securities or blue sky laws
        of the various states, the Securities Act, the Trust Indenture Act and
        the securities laws of any jurisdiction outside the United States in
        which the Securities or the Exchange Securities are offered or (iii)
        such consents, approvals, authorizations, orders, registrations, filings
        and/or qualifications which, if not obtained, would not have a Material
        Adverse Effect or affect the validity of the Securities or the Exchange
        Securities or the legal authority of the Company to comply with the
        Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement or the Registration Rights Agreement.

                (m)     Other than as set forth in the Final Offering
        Memorandum, (i) there are no legal or governmental proceedings pending
        to which the Company or any of its subsidiaries is a party or of which
        any property of the Company or any of its subsidiaries is the subject
        which if determined adversely to the Company or such subsidiary, would
        individually or in the aggregate, have a Material Adverse Effect or
        which would materially and adversely affect the consummation of the
        transactions contemplated under this Purchase Agreement, the
        Registration Rights Agreement, the Indenture or the performance by the
        Company of its obligations thereunder and (ii) to the Company's
        knowledge no such proceedings are threatened or contemplated by
        governmental authorities or threatened by others.

                (n)     PricewaterhouseCoopers LLP, who have certified the
        financial statements of the Company and its consolidated subsidiaries
        included or incorporated by reference in

<PAGE>

        the Final Offering Memorandum, are independent public accountants with
        respect to the Company as required by the Securities Act and the rules
        and regulations of the Commission thereunder.

                (o)     The consolidated financial statements and schedules of
        the Company and its consolidated subsidiaries included or incorporated
        by reference into the Preliminary Offering Memorandum or the Final
        Offering Memorandum, as applicable, present fairly in all material
        respects the financial condition, results of operations and cash flows
        of the Company as of the dates and for the periods indicated, comply as
        to form with the applicable accounting requirements of the Securities
        Act and have been prepared in conformity with generally accepted
        accounting principles in the United States, applied on a consistent
        basis throughout the periods involved (except as otherwise noted
        therein); the selected financial data set forth under the caption
        "Selected Financial Data" in such Offering Memorandum fairly present, on
        the basis stated in such Offering Memorandum, the information included
        therein.

                (p)     In the ordinary course of its business, the Company
        periodically reviews the effect of applicable foreign, federal, state
        and local laws and regulations relating to the protection of human
        health and safety, the environment or hazardous or toxic substances or
        wastes, pollutants or contaminants ("Environmental Laws") on the
        business, operations and properties of the Company and its subsidiaries,
        in the course of which they identify and evaluate associated costs and
        liabilities (including, without limitation, any capital or operating
        expenditures required for clean-up, closure of properties or compliance
        with Environmental Laws, or any permit, license or approval, any related
        constraints on operating activities and any potential liabilities to
        third parties); on the basis of such review, the Company has reasonably
        concluded that such associated costs and liabilities would not,
        individually or in the aggregate, have a Material Adverse Effect, except
        as set forth in or contemplated in the Final Offering Memorandum.

                (q)     Other than as set forth in, or in any document
        incorporated by reference into, the Preliminary Offering Memorandum and
        the Final Offering Memorandum: (i) the Company and its subsidiaries own
        or have the right to use pursuant to license, sublicense, agreement, or
        permission all patents, patent applications, trademarks, service marks,
        trade names, copyrights, trade secrets, confidential information,
        proprietary rights and processes ("Intellectual Property") used in the
        business of the Company and its subsidiaries as described in, or in any
        document incorporated by reference into, the Preliminary Offering
        Memorandum and the Final Offering Memorandum and have taken all steps
        reasonably necessary to secure assignments of such Intellectual Property
        from their respective employees and contractors, except where the
        failure to own, have the right to use or take such steps to secure
        assignments of such Intellectual Property would not reasonably be
        expected to have a Material Adverse Effect; (ii) to the Company's
        knowledge, none of the technology employed by the Company or its
        subsidiaries has been obtained or is being used by the Company or its
        subsidiaries in violation of any contractual or fiduciary obligation
        binding on the Company, its subsidiaries, or any of their respective
        directors or executive officers or any of their respective employees or
        consultants, except for such violations that would not reasonably be
        expected to have a Material Adverse Effect; and (iii) the Company and
        its subsidiaries have taken and will

<PAGE>

        maintain reasonable measures to prevent the unauthorized dissemination
        or publication of their own confidential information, except where the
        failure to take or maintain such measures would not reasonably be
        expected to have a Material Adverse Effect. To the Company's knowledge,
        neither the Company nor any of its subsidiaries has interfered with,
        infringed upon, misappropriated, or otherwise come into conflict with
        any Intellectual Property rights of third parties. The Company and its
        subsidiaries have not received any charge, complaint, claim, demand, or
        notice alleging any such interference, infringement, misappropriation,
        or violation (including any claim that the Company or any of its
        subsidiaries must license or refrain from using any intellectual
        property rights of any third party) which, if the subject of any
        unfavorable decision, ruling or finding would, individually or in the
        aggregate, have a Material Adverse Effect.

                (r)     Neither the Company nor any of its affiliates
        ("Affiliates") (as the term is defined in Regulation D under the
        Securities Act ("Regulation D")), nor any person acting on their behalf
        has, directly or indirectly, made offers or sales of any security, or
        solicited offers to buy any security, under circumstances that would
        require the registration of the Securities under the Securities Act.

                (s)     Neither the Company nor any of its Affiliates, nor any
        person acting on their behalf (other than the Initial Purchasers), has
        engaged or will engage in any form of general solicitation or general
        advertising (within the meaning of Regulation D) in connection with any
        offer or sale of the Securities in the United States.

                (t)     The Securities are eligible for resale pursuant to Rule
        144A under the Securities Act and will not be, at the Closing Date, of
        the same class as securities listed on a national securities exchange
        registered under Section 6 of the Exchange Act or quoted in a U.S.
        automated interdealer quotation system.

                (u)     None of the Company, any of its Affiliates, nor any
        person acting on their behalf (other than the Initial Purchasers), has
        engaged or will engage in any directed selling efforts (as that term is
        defined in Regulation S) with respect to the Securities, and the Company
        and its Affiliates and any person acting on their behalf (other than the
        Initial Purchasers) have complied and will comply with the offering
        restriction requirements of Regulation S.

                (v)     It is not necessary, in connection with the offer, sale
        and delivery of the Securities to the Initial Purchasers under this
        Purchase Agreement or in connection with the offer, initial resale and
        delivery of the Securities by the Initial Purchasers in the manner
        contemplated by this Purchase Agreement and the Final Offering
        Memorandum, to register the Securities under the Securities Act or to
        qualify the Indenture under the Trust Indenture Act, assuming that the
        Initial Purchasers have not and will not breach Section 4 of this
        Purchase Agreement.

                (w)     The Company is not, and upon the issuance and sale of
        the Securities as herein contemplated and the application of the net
        proceeds therefrom as described in the Final Offering Memorandum will
        not be, an "investment company" or an entity

<PAGE>

        "controlled" by an "investment company" as such terms are defined in the
        Investment Company Act of 1940, as amended.

                (x)     The Company has not taken, directly or indirectly, any
        action designed to cause or which has constituted or which might
        reasonably be expected to cause or result, under the Exchange Act or
        otherwise, in the stabilization or manipulation of the price of any
        security of the Company to facilitate the sale or resale of the
        Securities.

                Any certificate signed by any officer of the Company and
delivered to the Initial Purchasers or counsel for the Initial Purchasers in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.

        2.      Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers,
upon the basis of the representations and warranties of the Company herein
contained, but subject to the conditions hereinafter stated, agree severally and
not jointly to purchase from the Company, the aggregate principal amount of
Securities set forth opposite their respective names on Schedule I hereto, at a
purchase price of 98.861% of the principal amount of the Securities plus accrued
interest, if any, from June 6, 2002 to the Closing Date (the "Purchase Price").

        3.      Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 a.m., New York City time, on June 6, 2002, or at such
time on such later date (not later than June 13, 2002) as the Initial Purchasers
shall designate, which date and time may be postponed by agreement between the
Initial Purchasers and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made against payment by the
several Initial Purchasers of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to the account specified
by the Company. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company, unless the Initial Purchasers shall otherwise
instruct.

        4.      Offering by Initial Purchasers. Each Initial Purchaser,
severally and not jointly, represents and warrants to and agrees with the
Company that:

                (a)     (i) It has not solicited offers for, or offered or sold,
        and will not solicit offers for, or offer or sell, the Securities by any
        form of general solicitation or general advertising (as those terms are
        used in Regulation D) or in any manner involving a public offering
        within the meaning of Section 4(2) of the Securities Act and (ii) it has
        solicited and will solicit offers for the Securities only from, and has
        offered and sold, and will offer, sell and deliver the Securities only
        to, persons it reasonably believes to be: (A) "qualified institutional
        buyers" ("QIBs") as defined in Rule 144A under the Securities Act in
        reliance on Rule 144A, and in connection with each such offer or sale,
        it has taken or will take reasonable steps to ensure that the offeree or
        purchaser of the Securities is aware that such offer or sale is being
        made in reliance on Rule 144A, and (B) in the case of offers or sales
        outside the United States, to persons other than U.S. persons ("Non-U.S.

<PAGE>

        Persons," which term shall include dealers or other professional
        fiduciaries in the United States acting on a discretionary basis for
        foreign beneficial owners (other than an estate or trust)) in reliance
        on Regulation S.

                (b)     Each Initial Purchaser understands that the Securities
        have not been and will not be registered under the Securities Act and
        may not be offered or sold within the United States or to, or for the
        account or benefit of, U.S. persons except in accordance with Regulation
        S under the Securities Act or pursuant to an exemption from the
        registration requirements of the Securities Act. Each Initial Purchaser
        severally represents and agrees that, except as permitted by Section
        4(a) above, it has offered and sold the Securities and will offer and
        sell the Securities (i) as part of its distribution at any time and (ii)
        otherwise until forty days after the later of the date upon which the
        offering of the Securities commences and the Closing Date, only in
        accordance with Rule 903 of Regulation S. Accordingly, neither the
        Initial Purchasers, their affiliates nor any persons acting on their
        behalf have engaged or will engage in any directed selling efforts with
        respect to Securities sold hereunder pursuant to Regulation S, and the
        Initial Purchasers, their affiliates and any person acting on their
        behalf have complied and will comply with the offering restriction
        requirements of Regulation S. Each Initial Purchaser severally agrees
        that, at or prior to confirmation of a sale of Securities pursuant to
        Regulation S it will have sent to each distributor, dealer or person
        receiving a selling concession, fee or other remuneration that purchases
        such Securities from it during the restricted period a confirmation or
        notice to substantially the following effect:

                "The securities covered hereby have not been registered under
                the Securities Act of 1933, as amended (the "Securities Act"),
                and may not be offered and sold within the United States or to,
                or for the account or benefit of, U.S. persons (i) as part of
                their distribution at any time or (ii) otherwise until 40 days
                after the later of the commencement of the offering and the
                final closing date, except in either case in accordance with
                Regulation S (or Rule 144A if available) under the Securities
                Act. Terms used above have the meaning given to them by
                Regulation S."

                (c)     Each Initial Purchaser represents and warrants to, and
        agrees with, the Company that any sales of the Securities in the United
        Kingdom shall only be made in conformity with the laws and regulations
        thereof and that:

                        (i)     It has not offered or sold and, prior to the
                date six months after the date of issue of the Securities, will
                not offer or sell any of the Securities to persons in the United
                Kingdom except to persons whose ordinary activities involve them
                in acquiring, holding, managing, or disposing of investments (as
                principal or agent) for the purposes of their businesses or
                otherwise in circumstances which have not resulted and will not
                result in an offer to the public in the United Kingdom within
                the meaning of the Public Offers of Securities Regulations 1995,
                as amended;

                        (ii)    It has complied and will comply with all
                applicable provisions of the Financial Services and Markets Act
                2000 ("FSMA") with respect to anything

<PAGE>

                done by it in relation to the Securities in, from or otherwise
                involving the United Kingdom; and

                        (iii)   It has only communicated or caused to be
                communicated and will only communicate or cause to be
                communicated any invitation or inducement to engage in
                investment activity (within the meaning of Section 21 of FSMA)
                received by it in connection with the issue or sale of the
                Securities in circumstances in which Section 21(1) of FSMA does
                not apply to the Company.

                Terms used above in this Section 4 and not defined in this
        Purchase Agreement have the meanings given to them by Regulation S.

        5.      Agreements. The Company agrees with each Initial Purchaser that:

                (a)     The Company will furnish to each Initial Purchaser and
        to counsel for the Initial Purchasers, without charge, during the period
        referred to in paragraph (c) below, as many copies of the Final Offering
        Memorandum and any amendments and supplements thereto as they may
        reasonably request.

                (b)     The Company will not amend or supplement the Final
        Offering Memorandum, other than by filing documents under the Exchange
        Act that are incorporated by reference therein, without the prior
        written consent of the Initial Purchasers, which consent shall not be
        unreasonably withheld; provided, however, that, prior to the completion
        of the distribution of the Securities by the Initial Purchasers, (which
        completion shall be determined by the Initial Purchasers (who shall
        notify the Company of the completion date), but in no event later than
        ninety (90) days following the date on which the Initial Purchasers
        purchase the Securities hereunder), the Company will not file any
        document under the Exchange Act that is incorporated by reference in the
        Final Offering Memorandum unless, prior to such proposed filing, the
        Company has furnished Salomon Smith Barney Inc. and Banc One Capital
        Markets, Inc. with a copy of such document for their review and comment
        and the Company shall make any reasonable changes suggested by Salomon
        Smith Barney Inc. and/or Banc One Capital Markets, Inc. as long as such
        changes are provided to the Company within a reasonable amount of time
        given the circumstances of the Exchange Act filing and provided that
        such changes are consistent with federal securities laws and
        regulations. The Company will promptly advise the Initial Purchasers
        when any document filed under the Exchange Act that is incorporated by
        reference in the Final Offering Memorandum shall have been filed with
        the Commission.

                (c)     If at any time prior to the completion of the sale of
        the Securities by the Initial Purchasers (as determined by the Initial
        Purchasers), any event occurs as a result of which the Final Offering
        Memorandum, as then amended or supplemented, would include any 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, or if it
        should be necessary to amend or supplement the Final Offering Memorandum
        to comply with applicable law, the Company promptly (i) will notify the
        Initial Purchasers of any such event; (ii) subject to the requirements
        of

<PAGE>

        paragraph (b) of this Section 5, will prepare an amendment or supplement
        that will correct such statement or omission or effect such compliance;
        and (iii) will supply any supplemented or amended Final Offering
        Memorandum to the several Initial Purchasers and counsel for the Initial
        Purchasers without charge in such quantities as they may reasonably
        request.

                (d)     The Company will arrange, if necessary, for the
        qualification of the Securities for sale by the Initial Purchasers under
        the laws of such jurisdictions as the Initial Purchasers may designate
        and will maintain such qualifications in effect so long as required for
        the sale of the Securities; provided that in no event shall the Company
        be obligated to qualify to do business in any jurisdiction where it is
        not now so qualified or to take any action that would subject it to
        service of process in suits, other than those arising out of the
        offering or sale of the Securities, in any jurisdiction where it is not
        now so subject. The Company will promptly advise the Initial Purchasers
        of the receipt by the Company of any notification with respect to the
        suspension of the qualification of the Securities for sale in any
        jurisdiction or the initiation or threatening of any proceeding for such
        purpose.

                (e)     The Company will not, and will not permit any of its
        Affiliates to, resell any Securities that have been acquired by any of
        them.

                (f)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will, directly or indirectly, make
        offers or sales of any security, or solicit offers to buy any security,
        under circumstances that would require the registration of the
        Securities under the Securities Act.

                (g)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will engage in any form of general
        solicitation or general advertising (within the meaning of Regulation D)
        in connection with any offer or sale of the Securities in the United
        States.

                (h)     So long as any of the Securities are "restricted
        securities" within the meaning of Rule 144(a)(3) under the Securities
        Act, the Company will, during any period in which it is not subject to
        and in compliance with Section 13 or 15(d) of the Exchange Act or it is
        not exempt from such reporting requirements pursuant to and in
        compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
        holder of such restricted securities and to each prospective purchaser
        (as designated by such holder) of such restricted securities, upon the
        request of such holder or prospective purchaser, any information
        required to be provided by Rule 144A(d)(4) under the Securities Act.
        This covenant is intended to be for the benefit of the holders, and the
        prospective purchasers designated by such holders, from time to time of
        such restricted securities.

                (i)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will engage in any directed selling
        efforts with respect to the Securities, and each of them will comply
        with the offering restrictions requirement of Regulation S. Terms used
        in this paragraph have the meanings given to them by Regulation S.

<PAGE>

                (j)     The Company will cooperate with the Initial Purchasers
        and use commercially reasonable efforts to permit the Securities to be
        eligible for clearance and settlement through The Depository Trust
        Company.

                (k)     The Company will not from the date hereof through the
        Closing Date, without the prior written consent of Salomon Smith Barney
        Inc. and Banc One Capital Markets, Inc., offer, sell or contract to
        sell, or otherwise dispose of (or enter into any transaction which is
        designed to, or might reasonably be expected to, result in the
        disposition (whether by actual disposition or effective economic
        disposition due to cash settlement or otherwise) by the Company or any
        Affiliate of the Company), directly or indirectly, or announce the
        offering of, any debt securities issued or guaranteed by the Company
        (other than the Securities).

                (l)     The Company will not take, directly or indirectly, any
        action designed to or which has constituted or which might reasonably be
        expected to cause or result, under the Exchange Act or otherwise, in
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (m)     The Company agrees to pay the costs and expenses
        relating to the following matters: (i) the issuance of the Securities
        and the fees of the Trustee; (ii) the preparation, printing or
        reproduction of the Preliminary Offering Memorandum and Final Offering
        Memorandum and each amendment or supplement to either of them; (iii) the
        printing (or reproduction) and delivery (including postage, air freight
        charges and charges for counting and packaging) of such copies of the
        Preliminary Offering Memorandum and Final Offering Memorandum, and all
        amendments or supplements to either of them, as may, in each case, be
        reasonably requested for use in connection with the offering and sale of
        the Securities; (iv) the preparation, printing, authentication, issuance
        and delivery of certificates for the Securities, including any stamp or
        transfer taxes in connection with the original issuance and sale of the
        Securities; (v) the printing (or reproduction) and delivery of this
        Agreement, any blue sky memorandum and all other agreements or documents
        printed (or reproduced) and delivered in connection with the offering of
        the Securities; (vi) any registration or qualification of the Securities
        for offer and sale under the securities or blue sky laws of the several
        states (including filing fees and the reasonable fees and expenses of
        counsel for the Initial Purchasers relating to such registration and
        qualification); (vii) the transportation and other expenses incurred by
        or on behalf of the Company in connection with presentations to
        prospective purchasers of the Securities; (viii) the fees and expenses
        of the Company's accountants and the fees and expenses of counsel
        (including local and special counsel) for the Company; and (ix) all
        other costs and expenses of the Company incident to the performance by
        the Company of its obligations hereunder; provided that, upon the
        request of the Company, the Initial Purchasers shall provide reasonable
        documentation with respect to expenses incurred by or on behalf of the
        Initial Purchasers pursuant to this Agreement.

        6.      Conditions to the Obligations of the Initial Purchasers. The
obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein at the date hereof, the Closing Date and any settlement
date pursuant to Section 3 hereof, to the accuracy of the

<PAGE>

statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

                (a)     The Company shall have requested and caused Baker Botts
        L.L.P., counsel for the Company, to furnish to the Initial Purchasers
        their opinion, dated the Closing Date and addressed to the Initial
        Purchasers, to the effect that:

                        (i)     The Purchase Agreement has been duly authorized,
                executed and delivered by the Company.

                        (ii)    The Registration Rights Agreement has been duly
                authorized, executed and delivered by the Company and
                constitutes a valid and legally binding agreement of the
                Company, enforceable against the Company in accordance with its
                terms except as the same may be limited by bankruptcy,
                insolvency, fraudulent conveyance, reorganization, moratorium or
                other laws of general applicability relating to or affecting the
                enforcement of creditors' rights and to general principles of
                equity and public policy (whether considered in a proceeding in
                equity or at law).

                        (iii)   The Securities have been duly authorized by all
                necessary corporate action on the part of the Company, and have
                been duly executed and delivered by the Company, and (assuming
                the due authentication thereof by the Trustee) will constitute
                valid and legally binding obligations of the Company and will be
                entitled to the benefits provided by the Indenture except as the
                same may be limited by bankruptcy, insolvency, fraudulent
                conveyance, reorganization, moratorium or other laws of general
                applicability relating to or affecting the enforcement of
                creditors' rights and to general principles of equity and public
                policy (whether considered in a proceeding in equity or at law);
                and the Exchange Securities have been duly authorized by all
                necessary corporate action on the part of the Company, and, when
                issued and delivered pursuant to the Registration Rights
                Agreement, will have been duly executed and delivered by the
                Company, and (assuming the due authentication thereof by the
                Trustee) will constitute valid and legally binding obligations
                of the Company and will be entitled to the benefits provided by
                the Indenture except as the same may be limited by bankruptcy,
                insolvency, fraudulent conveyance, reorganization, moratorium or
                other laws of general applicability relating to or affecting the
                enforcement of creditors' rights and to general principles of
                equity and public policy (whether considered in a proceeding in
                equity or at law).

                        (iv)    The Indenture has been duly authorized, executed
                and delivered by the Company and constitutes a valid and legally
                binding agreement of the Company, enforceable against the
                Company in accordance with its terms except as the same may be
                limited by bankruptcy, insolvency, fraudulent conveyance,
                reorganization, moratorium or other laws of general
                applicability relating to or affecting the enforcement of
                creditors' rights and to general principles of equity and public
                policy (whether considered in a proceeding in equity or at law).

<PAGE>

                        (v)     The Indenture, the Registration Rights Agreement
                and the Securities conform in all material respects to the
                descriptions thereof contained in the Final Offering Memorandum.

                        (vi)    No consent, approval, authorization, order,
                registration, filing or qualification of or with any court or
                governmental agency or body in the United States having
                jurisdiction over the Company is required for the issuance and
                sale of the Securities or the Exchange Securities or the
                consummation by the Company of the other transactions
                contemplated by the Purchase Agreement, the Registration Rights
                Agreement or the Indenture, except such consents, approvals,
                authorizations, orders, registrations, filings or qualifications
                which shall have been obtained or made prior to the Closing Date
                or as may be required by the securities or blue sky laws of the
                various states, the Securities Act, the Trust Indenture Act and
                the securities laws of any jurisdiction outside the United
                States in which the Securities or the Exchange Securities are
                offered.

                        (vii)   Assuming the accuracy of the representations and
                warranties and the compliance with the agreements and covenants
                of the Company and each of the Initial Purchasers contained in
                the Purchase Agreement, it is not necessary in connection with
                the offer, sale and delivery of the Securities to the Initial
                Purchasers under the Purchase Agreement or the initial resale of
                such Securities by the Initial Purchasers in the manner
                contemplated by the Purchase Agreement and the Final Offering
                Memorandum to register the Securities under the Securities Act
                or to qualify any indenture in respect of the Securities under
                the Trust Indenture Act.

                        (viii)  The Company is not, and upon the issuance and
                sale of the Securities as herein contemplated and the
                application of the net proceeds therefrom as described in the
                Final Offering Memorandum will not be, an "investment company"
                or an entity "controlled" by an "investment company" as such
                terms are defined in the Investment Company Act of 1940, as
                amended.

                        (ix)    The statements in the Final Offering Memorandum
                under the caption "United States Federal Tax Consequences"
                insofar as such statements constitute summaries of legal matters
                fairly summarize in all material respects the matters referred
                to therein.

                Such counsel shall also state no facts came to their attention
        which led them to believe that the Final Offering Memorandum as of its
        date or as of the Closing Date (in each case, apart from the financial
        statements and schedules, the notes thereto and the auditors' reports
        thereon and other financial and accounting information contained or
        incorporated by reference therein or omitted therefrom) contained any
        untrue statement of a material fact or omitted to state any material
        fact necessary in order to make the statements contained therein, in
        light of the circumstances under which they were made, not misleading.
        In providing such opinions, such counsel shall be entitled to rely on
        the opinions of the Company's counsel and certificates and documents
        provided by the Company to such counsel and to the Initial Purchasers.

<PAGE>

                (b)     The Company shall have requested and caused Jonathan
        Hoak, Senior Vice President and General Counsel of the Company, to
        furnish to the Initial Purchasers his opinion, dated the Closing Date
        and addressed to the Initial Purchasers, to the effect that:

                        (i)     The Company has been duly incorporated and is
                validly existing as a corporation in good standing under the
                laws of the State of Maryland, with power and authority to own,
                lease and operate its properties and conduct its business as
                described in the Final Offering Memorandum.

                        (ii)    The Company is duly qualified as a foreign
                corporation to transact business and is in good standing (with
                respect to the jurisdictions which recognize such concept) in
                each other jurisdiction in which such qualification is required,
                whether by reason of the ownership or leasing of property or the
                conduct of business, except where the failure to qualify or to
                be in good standing would not have a Material Adverse Effect.

                        (iii)   The issuance and sale of the Securities and the
                Exchange Securities and the compliance by the Company with all
                of the provisions of the Securities, the Exchange Securities,
                the Indenture, the Purchase Agreement and the Registration
                Rights Agreement, and the consummation of the transactions
                therein contemplated, will not (A) conflict with or result in a
                breach or violation of any of the terms or provisions of, or
                constitute a default under, or result in the creation or
                imposition of any lien, charge or encumbrance upon any of the
                property or assets of the Company or any of its subsidiaries
                pursuant to the terms of, any indenture, mortgage, deed of
                trust, loan agreement or other agreement or instrument to which
                the Company or any of its subsidiaries is a party or by which
                the Company or any of its subsidiaries is bound or to which any
                of the property or assets of the Company or any of its
                subsidiaries is subject, which would have a Material Adverse
                Effect or affect the validity of the Securities or the Exchange
                Securities or the legal authority of the Company to comply with
                the terms of the Securities, the Exchange Securities, the
                Indenture, the Purchase Agreement or the Registration Rights
                Agreement; (B) result in any violation of the provisions of the
                organizational documents of the Company or any of its material
                subsidiaries or (C) result in any violation of any statute or
                any order, rule or regulation of any court or governmental
                agency or body in the United States having jurisdiction over the
                Company or any of its subsidiaries or any of their respective
                properties which would have a Material Adverse Effect or affect
                the validity of the Securities or the Exchange Securities or the
                legal authority of the Company to comply with the Securities,
                the Exchange Securities, the Indenture, the Purchase Agreement
                or the Registration Rights Agreement.

                        (iv)    Each subsidiary of the Company, other than those
                subsidiaries which would not, individually or in the aggregate,
                constitute a "significant subsidiary" as defined in Item 1-02(w)
                of Regulation S-X (each a "Significant Subsidiary"), is a
                corporation, partnership, limited liability company or business
                trust duly incorporated or organized, validly existing and in
                good standing (to the

<PAGE>

                extent the jurisdiction of its incorporation recognizes such
                concept) under the laws of the jurisdiction of its incorporation
                or organization, with the requisite power and authority to own,
                lease and operate its properties and conduct its business as
                described in the Final Offering Memorandum; each Significant
                Subsidiary is duly qualified as a foreign corporation to
                transact business and is in good standing (with respect to the
                jurisdictions which recognize such concept) in each jurisdiction
                in which such qualification is required, whether by reason of
                the ownership or leasing of property or the conduct of business,
                except where the failure to qualify or to be in good standing
                would not result in a Material Adverse Effect; except as
                otherwise disclosed in the Final Offering Memorandum or, with
                respect to those subsidiaries for which the Company does not own
                all of the outstanding capital stock or ownership interests in
                such subsidiaries, as disclosed in an exhibit to the opinion
                (which exhibit shall contain the percentage ownership interest
                of the Company and/or its affiliates in each such subsidiary and
                the ownership interest of the other party[ies] in each such
                subsidiary), all of the issued and outstanding capital stock or
                other ownership interests of each Significant Subsidiary of the
                Company has been duly authorized and validly issued, is fully
                paid and non-assessable and (except for shares necessary to
                qualify directors or to maintain any minimum number of
                shareholders required by law and/or shares of those subsidiaries
                for which the Company does not own all of the outstanding
                capital stock as described on an exhibit to the opinion) are
                owned by the Company, directly or through subsidiaries, free and
                clear of any security interest, mortgage, pledge, lien,
                encumbrance, claim or equity except as described in the Final
                Offering Memorandum and except for such security interests,
                mortgages, pledges, liens, encumbrances, claims or equities that
                are immaterial to the Company and its subsidiaries taken as a
                whole.

                        (v)     All of the issued shares of capital stock of the
                Company have been duly and validly authorized and issued and are
                fully paid and non-assessable.

                        (vi)    To the knowledge of such counsel, after
                reasonable inquiry, other than as set forth in the Final
                Offering Memorandum, (A) there are no legal or governmental
                proceedings in the United States pending to which the Company or
                any of its subsidiaries is a party or of which any property of
                the Company or any of its subsidiaries is the subject which if
                determined adversely to the Company or such subsidiary would,
                individually or in the aggregate, have a Material Adverse Effect
                or which would materially and adversely affect the consummation
                of the transactions contemplated under the Purchase Agreement,
                the Registration Rights Agreement or the Indenture or the
                performance by the Company of its obligations thereunder; and
                (B) no such proceedings are threatened or contemplated by
                governmental authorities or threatened by others.

                        (vii)   The documents incorporated by reference in the
                Final Offering Memorandum (other than the financial statements
                and schedules, the notes thereto and the auditors' reports
                thereon and the other financial and accounting information
                contained or incorporated by reference therein or omitted
                therefrom, as to which such counsel need express no opinion),
                when they were filed with the

<PAGE>

                Commission, complied as to form in all material respects with
                the requirements of the Exchange Act and the rules and
                regulations of the Commission thereunder; and such counsel has
                no reason to believe that any of such documents (other than the
                financial statements and schedules, the notes thereto and the
                auditors' reports thereon and the other financial and accounting
                information contained or incorporated by reference therein or
                omitted therefrom, as to which such counsel need express no
                opinion), when they were so filed, contained an untrue statement
                of a material fact or omitted to state a material fact necessary
                in order to make the statements therein, in light of the
                circumstances under which they were made when such documents
                were so filed, not misleading.

                Such counsel shall also state that no facts came to his
        attention which led him to believe that the Final Offering Memorandum as
        of its date or as of the Closing Date (other than the financial
        statements and schedules, the notes thereto and the auditors' reports
        thereon and the other financial and accounting information contained or
        incorporated by reference therein or omitted therefrom, as to which such
        counsel need express no opinion) contained any untrue statement of a
        material fact or omitted to state any material fact required to be
        stated therein or necessary to make the statements therein, in light of
        the circumstances under which they were made, not misleading.

                (c)     The Initial Purchasers shall have received from Mayer,
        Brown, Rowe & Maw, counsel for the Initial Purchasers, such opinion or
        opinions, dated the Closing Date and addressed to the Initial
        Purchasers, with respect to the issuance and sale of the Securities, the
        Indenture, the Registration Rights Agreement, the Final Offering
        Memorandum (as amended or supplemented at the Closing Date) and other
        related matters as the Initial Purchasers may reasonably require, and
        the Company shall have furnished to such counsel such documents as they
        request for the purpose of enabling them to pass upon such matters.

                (d)     The Company shall have furnished to the Initial
        Purchasers a certificate of the Company, signed by the Chief Financial
        Officer and Treasurer of the Company, dated the Closing Date, to the
        effect that the signers of such certificate have carefully examined the
        Final Offering Memorandum, any amendment or supplement to the Final
        Offering Memorandum and this Agreement and that:

                        (i)     the Company's outstanding equity capitalization
                is as set forth in the Final Offering Memorandum (except for
                subsequent issuances, if any, pursuant to employee benefit plans
                or pursuant to the exercise of convertible securities or
                options, and except for systematic purchases of the Company's
                common stock by the Company since March 31, 2002, pursuant to
                one of the Company's existing share repurchase programs);

                        (ii)    the representations and warranties of the
                Company in this Agreement are true and correct in all material
                respects on and as of the Closing Date with the same effect as
                if made on the Closing Date, and the Company has complied with
                all the agreements and satisfied all the conditions on its part
                to be performed or satisfied hereunder at or prior to the
                Closing Date; and

<PAGE>

                        (iii)   since the date of the most recent financial
                statements included in the Final Offering Memorandum (exclusive
                of any amendment or supplement thereto), there has been no
                material adverse change in the condition (financial or
                otherwise), earnings, business or properties of the Company and
                its subsidiaries, taken as a whole, whether or not arising from
                transactions in the ordinary course of business, except as set
                forth in or contemplated by the Final Offering Memorandum
                (exclusive of any amendment or supplement thereto).

                (e)     At the date hereof and at the Closing Date, the Company
        shall have requested and caused PricewaterhouseCoopers LLP, the
        Company's independent accountants, who have certified financial
        statements included or incorporated by reference into the Final Offering
        Memorandum, to furnish to the Initial Purchasers letters, dated
        respectively as of the date hereof and as of the Closing Date, in form
        and substance satisfactory to the Initial Purchasers, of the type
        described in AICPA Statement on Auditing Standards No. 72.

                References to the Final Offering Memorandum in this Section 6(e)
        include any amendment or supplement thereto at the date of the
        applicable letter.

                (f)     Subsequent to the date hereof or, if earlier, the dates
        as of which information is given in the Final Offering Memorandum
        (exclusive of any amendment or supplement thereto), there shall not have
        been (i) any change or decrease specified in the letter or letters
        referred to in paragraph (e) of this Section 6; or (ii) any change, or
        any development involving a prospective change, in or affecting the
        condition (financial or otherwise), earnings, business or properties of
        the Company and its subsidiaries, taken as a whole, whether or not
        arising from transactions in the ordinary course of business, except as
        set forth in or contemplated in the Final Offering Memorandum (exclusive
        of any amendment or supplement thereto) the effect of which, in any case
        referred to in clause (i) or (ii) above, is, in the sole judgment of the
        Initial Purchasers, so material and adverse as to make it impractical or
        inadvisable to market the Securities as contemplated by the Final
        Offering Memorandum (exclusive of any amendment or supplement thereto).

                (g)     Subsequent to the date hereof, there shall not have been
        any decrease in the rating of any of the Company's debt securities by
        any "nationally recognized statistical rating organization" (as defined
        for purposes of Rule 436(g) under the Securities Act) or any notice
        given of any intended or potential decrease in any such rating or of a
        possible change in any such rating that does not indicate the direction
        of the possible change.

                (h)     Prior to the Closing Date, the Company shall have
        furnished to the Initial Purchasers such further information,
        certificates and documents as the Initial Purchasers may reasonably
        request.

                If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Initial Purchasers and counsel for the
Initial

<PAGE>

Purchasers, this Agreement and all obligations of the Initial Purchasers
hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Initial Purchasers. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

                The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Mayer, Brown,
Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603-3441, on the
Closing Date.

        7.      Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Initial Purchasers, the Company will reimburse the Initial
Purchasers severally through Salomon Smith Barney on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities; provided that the Initial Purchasers provide the
Company with reasonable documentation evidencing such expenses.

        8.      Indemnification and Contribution.

                (a)     The Company agrees to indemnify and hold harmless each
        Initial Purchaser, the directors, officers, employees and agents of each
        Initial Purchaser and each person who controls any Initial Purchaser
        within the meaning of either the Securities 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
        Securities 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 Preliminary Offering Memorandum, the
        Final Offering Memorandum (or in any supplement or amendment thereto) or
        any information provided by the Company to any holder or prospective
        purchaser of Securities pursuant to Section 5(h) hereof, 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, in the light of the circumstances under which they were made,
        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 such 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 in the
        Preliminary Offering Memorandum or the Final Offering Memorandum, or in
        any amendment thereof or supplement thereto, in reliance upon and in
        conformity with written information furnished to the Company by or on
        behalf of any Initial Purchasers specifically for inclusion therein.
        This indemnity agreement will be in addition to any liability which the
        Company may otherwise have.

<PAGE>

                (b)     Each Initial Purchaser severally and not jointly agrees
        to indemnify and hold harmless the Company, each of its directors, each
        of its officers, and each person who controls the Company within the
        meaning of either the Securities Act or the Exchange Act, to the same
        extent as the foregoing indemnity from the Company to each Initial
        Purchaser, but only with reference to written information relating to
        such Initial Purchaser furnished to the Company by or on behalf of such
        Initial Purchaser specifically for inclusion in the Preliminary Offering
        Memorandum or the Final Offering Memorandum (or in any amendment or
        supplement thereto). This indemnity agreement will be in addition to any
        liability which any Initial Purchaser may otherwise have. The Company
        acknowledges that the statements set forth in the last paragraph of the
        cover page regarding the delivery of the Securities and, under the
        heading "Plan of Distribution," (i) the first sentence in paragraph
        three; (ii) the sentences related to concessions and reallowances; and
        (iii) the paragraph related to stabilization, syndicate covering
        transactions and penalty bids in the Preliminary Offering Memorandum and
        the Final Offering Memorandum, constitute the only information furnished
        in writing by or on behalf of the Initial Purchasers for inclusion in
        the Preliminary Offering Memorandum or the Final Offering Memorandum (or
        in any amendment or supplement thereto).

                (c)     Promptly after receipt by an indemnified party under
        this Section 8 of 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 8, 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 and to the extent it
        did not otherwise learn of such action and 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 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
        such separate counsel 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 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

<PAGE>

        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 8 is unavailable to or insufficient to hold
        harmless an indemnified party for any reason, the Company and the
        Initial Purchasers agree to contribute to the aggregate losses, claims,
        damages and liabilities (including legal or other expenses reasonably
        incurred in connection with investigating or defending same)
        (collectively "Losses") to which the Company and one or more of the
        Initial Purchasers may be subject in such proportion as is appropriate
        to reflect the relative benefits received by the Company on the one hand
        and by the Initial Purchasers on the other from the offering of the
        Securities; provided, however, that in no case shall any Initial
        Purchaser (except as may be provided in any agreement among the Initial
        Purchasers relating to the offering of the Securities) be responsible
        for any amount in excess of the purchase discount or commission
        applicable to the Securities purchased by such Initial Purchaser
        hereunder. If the allocation provided by the immediately preceding
        sentence is unavailable for any reason, the Company and the Initial
        Purchasers shall contribute in such proportion as is appropriate to
        reflect not only such relative benefits but also the relative fault of
        the Company on the one hand and of the Initial Purchasers on the other
        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 total net
        proceeds from the offering (before deducting expenses) received by it,
        and benefits received by the Initial Purchasers shall be deemed to be
        equal to the total purchase discounts and commissions in each case set
        forth on the cover of the Final Offering Memorandum. Relative fault
        shall be determined by reference to, among other things, whether any
        untrue or any alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to
        information provided by the Company on the one hand or the Initial
        Purchasers on the other, the intent of the parties and their relative
        knowledge, information and opportunity to correct or prevent such untrue
        statement or omission. The Company and the Initial Purchasers agree that
        it would not be just and equitable if contribution were determined by
        pro rata allocation 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 Securities Act) shall be entitled to contribution from any person
        who was not guilty of such fraudulent misrepresentation. For purposes of
        this Section 8, each person who controls an Initial Purchaser within the
        meaning of either the Securities Act or the Exchange Act and each
        director, officer, employee and agent of an Initial Purchaser shall have
        the same rights to contribution as such Initial Purchaser, and each
        person who controls the Company within the meaning of either the
        Securities Act or the Exchange Act and each officer and 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).

<PAGE>

        9.      Default by an Initial Purchaser.

                (a)     If any Initial Purchaser shall default in its obligation
        to purchase the Securities which it has agreed to purchase under this
        Purchase Agreement, the Initial Purchasers may in their discretion
        arrange for themselves or another party or other parties to purchase
        such Securities on the terms contained herein. If within 36 hours after
        such default by any Initial Purchasers the Initial Purchasers do not
        arrange for the purchase of such Securities, then the Company shall be
        entitled to a further period of 36 hours within which to procure another
        party or other parties satisfactory to the Initial Purchasers to
        purchase such Securities on such terms. In the event that, within the
        respective prescribed period, the Initial Purchasers notify the Company
        that they have so arranged for the purchase of such Securities, or the
        Company notifies the Initial Purchasers that it has so arranged for the
        purchase of such Securities, the Initial Purchasers or the Company shall
        have the right to postpone the Closing Date for such Securities for a
        period of not more than seven days, in order to effect whatever changes
        may thereby be made necessary in the Final Offering Memorandum, or in
        any other documents or arrangements. The term "Initial Purchaser" as
        used in this Purchase Agreement shall include any person substituted
        under this Section 9 with like effect as if such person had originally
        been a party to this Purchase Agreement.

                (b)     If, after giving effect to any arrangements for the
        purchase of the Securities of a defaulting Initial Purchaser or Initial
        Purchasers by the Initial Purchasers and the Company as provided in
        subsection (a) above, the aggregate principal amount of such Securities
        which remains unpurchased does not exceed one-eleventh of the aggregate
        principal amount of the Securities, then the Company shall have the
        right to require each non-defaulting Initial Purchaser to purchase the
        principal amount of Securities which such Initial Purchaser agreed to
        purchase under this Purchase Agreement and, in addition, to require each
        non-defaulting Initial Purchaser to purchase its pro rata share (based
        on the principal amount of Securities which such Initial Purchaser
        agreed to purchase as set forth on Schedule I to this Purchase
        Agreement) of the Securities of such defaulting Initial Purchaser or
        Initial Purchasers for which such arrangements have not been made;
        provided, however, that nothing herein shall relieve a defaulting
        Initial Purchaser from liability for its default.

                (c)     If, after giving effect to any arrangements for the
        purchase of the Securities of a defaulting Initial Purchaser or Initial
        Purchasers made by the Initial Purchasers or the Company as provided in
        subsection (a) above, the aggregate principal amount of Securities which
        remains unpurchased exceeds one-eleventh of the aggregate principal
        amount of the Securities, as referred to in subsection (b) above, or if
        the Company shall not exercise the right described in subsection (b)
        above to require non-defaulting Initial Purchasers to purchase
        Securities of a defaulting Initial Purchaser or Initial Purchasers, then
        this Purchase Agreement shall thereupon terminate, without liability on
        the part of any non-defaulting Initial Purchaser or the Company, except
        for the expenses to be borne by the Company and the Initial Purchasers
        as provided in Section 5(m) hereof and the indemnity and contribution
        agreements in Section 8 hereof; provided, however, that nothing herein
        shall relieve a defaulting Initial Purchaser from liability for its
        default.

<PAGE>

        10.     Termination. This Agreement shall be subject to termination in
the absolute discretion of the Initial Purchasers, by notice given to the
Company prior to delivery of and payment for the Securities, if at any time
prior to such time (i) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or the Nasdaq Stock
Market or trading in securities generally on the New York Stock Exchange or the
Nasdaq National Market shall have been suspended or limited or minimum prices
shall have been established on such Exchange or the Nasdaq National Market; (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities; or (iii) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a national emergency or war
or other calamity or crisis the effect of which on financial markets is such as
to make it, in the sole judgment of the Initial Purchasers, impracticable or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Final Offering Memorandum (exclusive of any amendment or
supplement thereto).

        11.     Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Initial Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Initial Purchasers or the Company
or any of the officers, directors or controlling persons referred to in Section
8 hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

        12.     Notices. All communications hereunder will be in writing and
effective only if sent in accordance with this Section 12. Notices sent to the
Initial Purchasers shall be mailed, delivered or telefaxed to the Salomon Smith
Barney General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney at 388 Greenwich Street, New York, New York 10013,
Attention: General Counsel and to Banc One Capital Markets, Inc. (fax no.: (312)
732-4773) and confirmed to Banc One Capital Markets, Inc. at 1 Bank One Plaza,
Suite IL 1-0595, Chicago, IL 60670 Attention: Investment Grade Securities.
Notices sent to the Company shall be mailed, delivered or telefaxed and
confirmed to it at 1700 South Patterson Blvd., Dayton, Ohio 45479 (fax no. (937)
445-7214), Attention: General Counsel/Notices.

        13.     Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and,
except as expressly set forth in Section 5(h) hereof, no other person will have
any right or obligation hereunder.

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

        15.     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

<PAGE>

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

                            [Signatures on next page]

<PAGE>

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

                                      Very truly yours,

                                      NCR CORPORATION


                                      By:   /s/ Earl C. Shanks
                                         Name:   Earl C. Shanks
                                         Title:  Senior Vice President and Chief
                                                 Financial Officer

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

SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
BNY CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
MCDONALD INVESTMENTS INC.

By:  SALOMON SMITH BARNEY INC.

By    /s/ Mark Francis
     Name:   Mark Francis
     Title:  Managing Director

For itself and the other several Initial
Purchasers

<PAGE>

                                   SCHEDULE I

                                                             Principal Amount of
                                                                  Securities
                       Initial Purchasers                     to Be Purchased
                       ------------------                    -------------------

Salomon Smith Barney Inc..................................   $       150,000,000
Banc One Capital Markets, Inc.............................            90,000,000
Fleet Securities, Inc.....................................            21,000,000
J.P. Morgan Securities Inc................................            21,000,000
BNY Capital Markets, Inc..................................             9,000,000
McDonald Investments Inc., a KeyCorp company..............             9,000,000

         Total............................................   $       300,000,000
                                                             ===================

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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