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                              BOWATER INCORPORATED,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                          FIRST SUPPLEMENTAL INDENTURE

                           dated as of March 17, 2004



                                  $250,000,000

                       Floating Rate Senior Notes due 2010




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<PAGE>





                                TABLE OF CONTENTS


                                                                          Page

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.         Relation to Base Indenture..............................2
SECTION 1.02.         Definitions.............................................2

                                   ARTICLE II

                        TERMS AND CONDITIONS OF THE NOTES

SECTION 2.01.         Establishment...........................................3
SECTION 2.02.         Payment of Principal and Interest; Maturity.............3
SECTION 2.03.         Determination of Interest...............................4
SECTION 2.04.         Optional Redemption of the Notes by the Company.........4
SECTION 2.05.         Sinking Fund............................................4
SECTION 2.06.         Defeasance..............................................5
SECTION 2.07.         Other Terms of Notes....................................5

                                   ARTICLE III

                                  MISCELLANEOUS

SECTION 3.01.         Ratification of Indenture...............................5
SECTION 3.02.         Trustee Not Responsible for Recitals....................5
SECTION 3.03.         Effect of Headings and Table of Contents................5
SECTION 3.04.         New York Law to Govern..................................5
SECTION 3.05.         Separability Clause.....................................5
SECTION 3.06.         Counterparts............................................6



                                      -i-

<PAGE>


5

     THIS FIRST SUPPLEMENTAL INDENTURE,  dated as of March 17, 2004 (this "First
Supplemental Indenture"),  between Bowater Incorporated,  a Delaware corporation
(the "Company"),  and The Bank of New York, a New York banking  corporation,  as
Trustee (herein called the "Trustee").

                                    RECITALS

     WHEREAS, the Company previously has executed and delivered to the Trustee a
Senior  Indenture dated as of March 17, 2004 between the Company and the Trustee
(the "Base Indenture" and, together with this First Supplemental Indenture,  the
"Indenture"),  providing  for the  issuance  from  time to time of series of the
Company's Securities;

     WHEREAS,  Section 9.01 of the Base Indenture  provides for various  matters
with respect to Securities  of any series issued under the Base  Indenture to be
established  in an indenture  supplemental  to the Base  Indenture,  and Section
9.01(7) of the Base Indenture  provides for the Company and the Trustee to enter
into an indenture  supplemental  to the Base  Indenture to establish the form or
terms of  Securities  of any series as provided by Sections 2.01 and 3.01 of the
Base Indenture;

     WHEREAS,  pursuant to the terms of the Base Indenture,  the Company desires
to provide for the  establishment  of a new series of its Securities to be known
as its Floating Rate Senior Notes due 2010 (the "Notes"), the form and substance
of such Notes and the terms,  provisions and conditions  thereof to be set forth
as provided in this First Supplemental Indenture; and

     WHEREAS,  the Company has  requested  that the Trustee  execute and deliver
this First  Supplemental  Indenture,  and the Company further certifies that all
requirements  necessary  to make  this  First  Supplemental  Indenture  a valid,
binding and enforceable instrument in accordance with its terms, and to make the
Notes,  when  executed by the Company and  authenticated  and  delivered  by the
Trustee,  the valid,  binding and enforceable  obligations of the Company,  have
been  done  and  performed,  and  the  execution  and  delivery  of  this  First
Supplemental Indenture has been duly authorized in all respects;

                           NOW, THEREFORE, WITNESSETH:

     In  consideration  of the covenants and agreements set forth herein and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged,  each party agrees as follows for the benefit of each other
and for the equal and proportionate benefit of all Holders of the Notes:

                                      1

<PAGE>

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. RELATION TO BASE INDENTURE.

     This First Supplemental  Indenture constitutes an integral part of the Base
Indenture.

     SECTION 1.02. DEFINITIONS.

     Except  as  otherwise  expressly  provided  herein or  unless  the  context
otherwise requires:

          (1) a term  defined in the Base  Indenture  has the same  meaning when
     used in this First  Supplemental  Indenture  unless the term is amended and
     supplemented pursuant to this First Supplemental Indenture;

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

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

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

          (5) a term defined anywhere in this First  Supplemental  Indenture has
     the same meaning throughout.

     "Calculation  Agent" means The Bank of New York, or its successor appointed
by the Company, acting as Calculation Agent.

     "Daily Interest Amount" has the meaning specified in Section 2.03 hereof.

     "Determination  Date" means, with respect to an Interest Period, the second
London Banking Day preceding the first day of such Interest Period.

     "Interest  Period" means,  with respect to the Notes, the period commencing
on and  including an Interest  Payment Date and ending on and  including the day
immediately  preceding the next  succeeding  Interest  Payment  Date;  provided,
however, that the first Interest Period with respect to the Notes shall commence
on and include March 17, 2004 and end on and include June 14, 2004.

     "LIBOR" means, with respect to an Interest Period, the rate (expressed as a
percentage  per annum) for  deposits in United  States  dollars for  three-month
periods  beginning  on the first day of such  Interest  Period  that  appears on

                                       2
<PAGE>

Telerate Page 3750 as of 11:00 a.m., London time, on the Determination  Date. If
Telerate  Page  3750  does  not  include  such a  rate  or is  unavailable  on a
Determination  Date,  the  Calculation  Agent will request the principal  London
office of each of four major banks in the London interbank  market,  as selected
by the Calculation Agent, to provide such bank's offered quotation (expressed as
a percentage per annum),  as of approximately  11:00 a.m.,  London time, on such
Determination  Date, to prime banks in the London  interbank market for deposits
in a  Representative  Amount in United States  dollars for a three-month  period
beginning on the first day of such Interest Period. If at least two such offered
quotations are so provided, LIBOR for the Interest Period will be the arithmetic
mean of such quotations.  If fewer than two such quotations are so provided, the
Calculation  Agent will request  each of three major banks in New York City,  as
selected by the  Calculation  Agent, to provide such bank's rate (expressed as a
percentage per annum),  as of  approximately  11:00 a.m., New York City time, on
such Determination  Date, for loans in a Representative  Amount in United States
dollars to leading  European  banks for a  three-month  period  beginning on the
first day of such Interest  Period.  If at least two such rates are so provided,
LIBOR for the  Interest  Period will be the  arithmetic  mean of such rates.  If
fewer than two such rates are so provided,  then LIBOR for the  Interest  Period
will be LIBOR in effect  with  respect  to the  immediately  preceding  Interest
Period.

     "London  Banking  Day"  means any day in which  dealings  in United  States
dollars are  transacted  or, with respect to any future date, are expected to be
transacted in the London interbank market.

     "Representative  Amount"  means a  principal  amount  of not less than U.S.
$1,000,000 for a single transaction in the relevant market at the relevant time.

     "Telerate  Page 3750"  means the display  designated  as "Page 3750" on the
Moneyline  Telerate service (or such other page as may replace Page 3750 on that
service).

                                   ARTICLE II

                        TERMS AND CONDITIONS OF THE NOTES

     SECTION 2.01. ESTABLISHMENT.

     There is hereby  established  a new  series of  Securities  designated  the
"Floating Rate Senior Notes due 2010," limited in aggregate  principal amount to
$250,000,000.  The  Notes  shall be  issued  in the  form of one or more  Global
Securities  registered  in  the  name  of the  Depositary  (which  shall  be The
Depository  Trust Company) or its nominee,  in  substantially  the form attached
hereto as Exhibit A. The Trustee's  certificate of authentication to be endorsed
on the Notes shall be in substantially in the form attached hereto as Exhibit B.

     SECTION 2.02. PAYMENT OF PRINCIPAL AND INTEREST; MATURITY.

     The  principal  of the Notes  shall be due at Stated  Maturity.  The unpaid
principal  amount of the Notes shall bear interest for each  Interest  Period at
the rate determined  pursuant to Section 2.03 hereof until paid or duly provided
for. Interest shall be paid quarterly in arrears on each Interest Payment Date.

                                       3

<PAGE>

     SECTION 2.03. DETERMINATION OF INTEREST.

     The Notes will bear interest for each  Interest  Period at a per annum rate
equal to LIBOR plus 3.0%, as determined by the Calculation Agent, subject to the
maximum  interest rate permitted by New York or other  applicable  state law, as
such law may be modified by United States law of general application. The amount
of interest to be paid on the Notes for each Interest Period shall equal the sum
of the Daily  Interest  Amounts (as defined below) for each day in such Interest
Period.  The "Daily Interest Amount" for each day that the Notes are Outstanding
shall be an amount  equal to the product of (i) the quotient of (A) the interest
rate in effect for such day, as determined by the Calculation Agent,  divided by
(B) 360,  multiplied by (ii) the aggregate principal amount of Notes Outstanding
on such day. In  calculating  the Daily  Interest  Amount and interest rate, all
percentages   shall   be   rounded,   if   necessary,   to   the   nearest   one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage  point being rounded  upwards (e.g.,  9.876545% (or .09876545)  being
rounded to 9.87655% (or .0987655)),  and all dollar amounts used in or resulting
from such  calculations  will be rounded to the nearest cent (with one-half cent
being rounded upwards).

     Promptly upon making its  determination  of the interest rate in effect for
any  Interest  Period,  the  Calculation  Agent shall notify the Company and the
Trustee,  if the Trustee is not then serving as the  Calculation  Agent,  of the
interest rate for such  Interest  Period.  The interest  rate  determined by the
Calculation  Agent,  absent manifest error, shall be binding and conclusive upon
the  beneficial  owners and Holders of the Notes,  the Company and the  Trustee.
Upon the request of a Holder of Notes,  the  Calculation  Agent will  provide to
such Holder the interest rate in effect with respect to the Notes on the date of
such request.

     SECTION 2.04. OPTIONAL REDEMPTION OF THE NOTES BY THE COMPANY.

     Subject to the provisions of Article XI of the Base Indenture,  the Company
shall have the right to redeem the  Notes,  in whole or in part,  at any time or
from time to time, on and after March 15, 2006,  at a redemption  price equal to
the accrued  and unpaid  interest on the Notes so redeemed to the date fixed for
redemption plus:

          (1) 102% of the aggregate  Outstanding  principal  amount thereof,  if
     redeemed during the twelve-month period commencing on March 15, 2006;

          (2) 101% of the aggregate  Outstanding  principal  amount thereof,  if
     redeemed during the twelve-month period commencing on March 15, 2007; and

          (3) 100% of the aggregate  Outstanding  principal  amount thereof,  if
     redeemed on or after March 15, 2008.

     SECTION 2.05. SINKING FUND.

     The Notes are not entitled to the benefit of any sinking fund.

                                       4
<PAGE>

     SECTION 2.06. DEFEASANCE.

     The Notes shall not be defeasible in whole or in part.

     SECTION 2.07. OTHER TERMS OF NOTES.

     The other terms of the Notes shall be as expressly set forth in Article III
hereof and Exhibit A hereto.

                                   ARTICLE III

                                  MISCELLANEOUS

     SECTION 3.01. RATIFICATION OF INDENTURE.

     The Base Indenture,  as supplemented by this First Supplemental  Indenture,
is in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed  part of the Base  Indenture  in the  manner  and to the  extent
herein and therein provided.

     SECTION 3.02. TRUSTEE NOT RESPONSIBLE FOR RECITALS.

     The  recitals  contained  herein  are  made by the  Company  and not by the
Trustee,  and the Trustee assumes no responsibility for the correctness thereof.
The Trustee  makes no  representations  to the validity or  sufficiency  of this
First Supplemental Indenture.

     SECTION 3.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

     SECTION 3.04. NEW YORK LAW TO GOVERN.

     THIS  FIRST  SUPPLEMENTAL  INDENTURE  AND EACH  NOTE  SHALL BE DEEMED TO BE
CONTRACTS  MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW YORK  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES  THEREOF (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW).

     SECTION 3.05. SEPARABILITY CLAUSE.

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

                                       5
<PAGE>


     SECTION 3.06. COUNTERPARTS.

     This  First  Supplemental  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.



                      [SIGNATURES FOLLOW ON SEPARATE PAGE]



















                                       6
<PAGE>


          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  First
     Supplemental  Indenture  to be duly  executed,  all as of the day and  year
     first above written.

                                     BOWATER INCORPORATED


                                     By: /s/ David G. Maffucci
                                        ---------------------------------------
                                        Name:    David G. Maffucci
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer


                                     By: /s/ William G. Harvey
                                        ---------------------------------------
                                        Name:    William G. Harvey
                                        Title:   Vice President and Treasurer



                                     THE BANK OF NEW YORK


                                     By: /s/ Kisha A. Holder
                                        ---------------------------------------
                                        Name:     Kisha A. Holder
                                        Title:    Assistant Vice President






                                       7

<PAGE>


                                    EXHIBIT A

                                  FORM OF NOTE


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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  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.








                                      A-1
<PAGE>


                              BOWATER INCORPORATED



                                                            CUSIP No. 102183AL4

                                                                    No. [     ]
                                                                         -----

$[          ]
  ----------

     Bowater Incorporated,  a Delaware corporation (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 of [           ] Dollars on March 15,
                                             -----------
2010 and to pay  interest  thereon  from March 17,  2004 or from the most recent
Interest  Payment  Date to which  interest has been paid or duly  provided  for,
quarterly in arrears on each  Interest  Payment  Date, on the 15th day of March,
June,  September  and December in each year  commencing on June 15, 2004, at the
rate of LIBOR (as  defined  below)  plus 3.0% per annum (to the extent  that the
payment of such interest shall be legally enforceable), determined in accordance
with the provisions  specified below, until the principal hereof is paid or made
available  for payment.  The interest so payable,  and  punctually  paid or duly
provided for, on any Interest  Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such  interest,  which shall be the 1st day of March,  June,  September  and
December  (whether  or not a  Business  Day),  as the case  may be,  immediately
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, at the election of the Company,  either be paid to
the Person in whose name this Security (or one or more  Predecessor  Securities)
is registered at the close of business on a Special  Record Date for the payment
of such Defaulted  Interest to be fixed by the Trustee,  notice whereof shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     The  Securities  (as defined on the reverse  hereof) will bear interest for
each Interest Period at a per annum rate equal to LIBOR plus 3.0%, as determined
by the Calculation Agent,  subject to the maximum interest rate permitted by New
York or other applicable state law, as such law may be modified by United States
law of general application.  The amount of interest to be paid on the Securities
for each Interest  Period shall equal the sum of the Daily Interest  Amounts (as
defined below) for each day in such Interest Period. The "Daily Interest Amount"
for each day that the Securities are Outstanding shall be an amount equal to the
product of (i) the quotient of (A) the interest  rate in effect for such day, as
determined by the Calculation Agent,  divided by (B) 360, multiplied by (ii) the
aggregate principal amount of Securities Outstanding on such day. In calculating
the Daily Interest Amount and interest rate, all  percentages  shall be rounded,
if necessary,  to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point being rounded upwards (e.g., 9.876545%

                                      A-2
<PAGE>

(or .09876545) being rounded to 9.87655% (or .0987655)),  and all dollar amounts
used in or resulting from such  calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards).

     "Calculation  Agent" means The Bank of New York, or its successor appointed
by the Company, acting as Calculation Agent.

     "Determination  Date" means, with respect to an Interest Period, the second
London Banking Day preceding the first day of the Interest Period.

     "Interest  Period"  means,  with  respect  to the  Securities,  the  period
commencing on and including an Interest Payment Date and ending on and including
the day  immediately  preceding  the  next  succeeding  Interest  Payment  Date;
provided,  however, that the first Interest Period shall commence on and include
March 17, 2004 and end on and include June 14, 2004.

     "LIBOR" means, with respect to an Interest Period, the rate (expressed as a
percentage  per annum) for  deposits in United  States  dollars for  three-month
periods  beginning  on the first day of such  Interest  Period  that  appears on
Telerate Page 3750 as of 11:00 a.m., London time, on the Determination  Date. If
Telerate  Page  3750  does  not  include  such a  rate  or is  unavailable  on a
Determination  Date,  the  Calculation  Agent will request the principal  London
office of each of four major banks in the London interbank  market,  as selected
by the Calculation Agent, to provide such bank's offered quotation (expressed as
a percentage per annum),  as of approximately  11:00 a.m.,  London time, on such
Determination  Date, to prime banks in the London  interbank market for deposits
in a  Representative  Amount in United States  dollars for a three-month  period
beginning on the first day of such Interest Period. If at least two such offered
quotations are so provided, LIBOR for the Interest Period will be the arithmetic
mean of such quotations.  If fewer than two such quotations are so provided, the
Calculation  Agent will request  each of three major banks in New York City,  as
selected by the  Calculation  Agent, to provide such bank's rate (expressed as a
percentage per annum),  as of  approximately  11:00 a.m., New York City time, on
such Determination  Date, for loans in a Representative  Amount in United States
dollars to leading  European  banks for a  three-month  period  beginning on the
first day of such Interest  Period.  If at least two such rates are so provided,
LIBOR for the  Interest  Period will be the  arithmetic  mean of such rates.  If
fewer than two such rates are so provided,  then LIBOR for the  Interest  Period
will be LIBOR in effect  with  respect  to the  immediately  preceding  Interest
Period.

     "London  Banking Day" is any day in which dealings in United States dollars
are  transacted  or,  with  respect  to any  future  date,  are  expected  to be
transacted in the London interbank market.

     "Representative  Amount"  means a  principal  amount  of not less than U.S.
$1,000,000 for a single transaction in the relevant market at the relevant time.

     "Telerate  Page 3750"  means the display  designated  as "Page 3750" on the
Moneyline  Telerate service (or such other page as may replace Page 3750 on that
service).

                                      A-3
<PAGE>

     Promptly upon making its  determination  of the interest rate in effect for
any  Interest  Period,  the  Calculation  Agent shall notify the Company and the
Trustee,  if the Trustee is not then serving as the  Calculation  Agent,  of the
interest rate for such  Interest  Period.  The interest  rate  determined by the
Calculation  Agent,  absent manifest error, shall be binding and conclusive upon
the  beneficial  owners  and  Holders of the  Securities,  the  Company  and the
Trustee. Upon the request of a Holder of Securities,  the Calculation Agent will
provide  to  such  Holder  the  interest  rate in  effect  with  respect  to the
Securities on the date of such request.

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

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

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










                                      A-4
<PAGE>


         IN WITNESS  WHEREOF,  the Company  has caused this  Security to be duly
executed.

                                        BOWATER INCORPORATED


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


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



Date:  [          ]
        ----------












<PAGE>


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

Date:  [---------]                        THE BANK OF NEW YORK, as Trustee



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











                                      A-6
<PAGE>


                           (Reverse Side of Security)


     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture,  dated as of March 17, 2004, as supplemented  (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  between the Company and The Bank of New York,  as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which  the  Securities  are,  and  are  to  be,   authenticated  and  delivered.
Capitalized terms used and not otherwise defined in this Security shall have the
meanings provided in the Indenture.

     This Security is one of the series designated on the face hereof, initially
limited in aggregate  principal amount to  $250,000,000.  The Company may at any
time issue additional securities under the Indenture in unlimited amounts having
the same terms as the Securities.

     The Securities of this series are subject to redemption, as a whole or from
time to time in part,  on and after  March 15,  2006,  upon not less than 30 nor
more than 60 days' notice  mailed to each Holder of Securities to be redeemed at
such Holder's address as it appears in the Securities Register,  at a redemption
price equal to the accrued and unpaid  interest on the Securities so redeemed to
the date  fixed  for  redemption  plus:  (i)102%  of the  aggregate  Outstanding
principal amount thereof,  if redeemed during the twelve-month period commencing
on March 15,  2006;  (ii) 101% of the  aggregate  Outstanding  principal  amount
thereof,  if redeemed  during the  twelve-month  period  commencing on March 15,
2007; and (iii)100% of the aggregate  Outstanding  principal amount thereof,  if
redeemed on or after March 15, 2008.

     This Security is not defeasible in whole or in part.

     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in principal  amount of the Securities at the time
Outstanding  of  each  series  to  be  affected.  The  Indenture  also  contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in  exchange  herefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

                                      A-7
<PAGE>

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably  satisfactory to
the  Trustee,  and the  Trustee  shall not have  received  from the Holders of a
majority  in  principal  amount  of  Securities  of  this  series  at  the  time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this  Security  for the  enforcement  of any payment of  principal
hereof or any premium or interest  hereon on or after the  respective  due dates
expressed herein.

     No reference  herein to the  Indenture and no provision of this Security or
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Company in any place where the  principal  of and any premium and
interest on this  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The registered  Holder of this Security may be treated as the owner of this
Security for all purposes.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

     No service  charge shall be made to a Holder for any such  registration  of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                      A-8
<PAGE>

     All terms used in this Security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.

     Pursuant to a  recommendation  promulgated by the Committee on Uniform Note
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes.  No  representation  is made as to the  accuracy  of such  numbers as
printed  on  the  Notes,   and   reliance  may  be  placed  only  on  the  other
identification numbers placed thereon.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the State of New York  without  regard to  conflicts  of law  principles
thereof (other than Section 5-1401 of the General Obligations Law).










                                      A-9
<PAGE>


B-1

                                    EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION



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

Date:  [-----------]                         THE BANK OF NEW YORK, as Trustee



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






