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FORM S-3

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CARNIVAL PLC		CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
England and Wales		Republic of Panama
(State or other jurisdiction of incorporation or organization)
None		59-1562976
(I.R.S. Employer Identification No.)
Carnival House 5 Gainsford Street London, SE1 2NE, United Kingdom 011 44 20 7940 5381		3655 N.W. 87th Avenue Miami, Florida 33178-2428 (305) 599-2600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Arnaldo Perez, Esq. Senior Vice President, General Counsel and Company Secretary Carnival plc Carnival House 5 Gainsford Street London, SE1 2NE, United Kingdom 011 44 20 7940 5381		Arnaldo Perez, Esq. Senior Vice President, General Counsel and Secretary Carnival Corporation 3655 N.W. 87th Avenue Miami, Florida 33178-2428 (305) 599-2600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

      Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement, as determined by market conditions.

      If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.     þ

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:     o

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

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CALCULATION OF REGISTRATION FEE

				Proposed
				Maximum Offering		Proposed
Title of each Class of Securities		Amount to be		Price per Security		Maximum Aggregate		Amount of
to be Registered		Registered (1)		(1)		Offering Price (2)		Registration Fee (1)
Carnival plc:
Debt Securities (3)		$500,000,000		—(1)		$500,000,000		$63,350
Carnival Corporation:
Guarantee		—(4)		—(4)		—(4)		—(4)
Total		$500,000,000(1)		—(1)		$500,000,000(1)		$63,350(1)

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

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(1)	The aggregate offering price of all securities issued, from time to time, pursuant to this registration statement will not exceed $500,000,000 in United States dollars or the equivalent in any other currency. The proposed maximum offering price per security will be determined from time to time, by the registrants in connection with the sale by the registrants of the securities registered hereunder. Any securities registered hereunder may be sold separately or together with other securities registered hereunder.
(2)	In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies, based on the exchange rate on the applicable offering date.
(3)	There is registered an indeterminate principal amount of Debt Securities as may be sold, from time to time, by Carnival plc. If any Debt Securities are being issued at an original issue discount, then the offering price may be in such greater principal amount at maturity as shall result in the aggregate initial offering price of such Debt Securities not to exceed $500,000,000, less the dollar amount of any other debt securities previously issued hereunder.
(4)	Under the Carnival Corporation Deed of Guarantee entered into between Carnival plc and Carnival Corporation on April 17, 2003, Carnival Corporation has agreed, subject to some exceptions, to guarantee all of the indebtedness of Carnival plc incurred under agreements entered into after April 17, 2003, including some or all of the Debt Securities whose issuance is or will be registered hereunder. No additional consideration will be paid for the guarantee of Carnival Corporation being registered under this registration statement, so no additional filing fee is being paid with respect to that guarantee.

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The information in this prospectus is not complete and may be changed without notice. These securities may not be sold until the registration statement of which this prospectus is a part, filed with Securities and Exchange Commission, is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any State or other jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 5, 2004

$500,000,000

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     We, Carnival plc, may from time to time, sell debt securities, which may be guaranteed by Carnival Corporation.

     The aggregate offering price of the debt securities and guarantees to be offered under this prospectus will be limited to $500,000,000.

     We may sell securities to underwriters, through agents or directly to other purchasers. The prospectus supplement will include the names of any underwriter or agent.

     We urge you to read carefully this prospectus and the accompanying prospectus supplement, which will describe the specific terms of the securities being offered to you, before you make your investment decision. Any statement contained in this prospectus will be deemed to be modified or superseded by any inconsistent statement contained in the accompanying prospectus supplement. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

      Investing in the securities offered by this prospectus involves risks that are described in the “Risk Factors” section beginning on page 2 of this prospectus.

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

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The date of this prospectus is                     , 2004.

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TABLE OF CONTENTS

		Page
About this Prospectus			i
Where You Can Find More Information			i
Incorporation by Reference			ii
The Companies			1
Risk Factors			2
Forward-Looking Statements			3
Use of Proceeds			5
Ratio of Earnings to Fixed Charges			5
Description of Debt Securities			6
Description of the Carnival Corporation Guarantee			15
Plan of Distribution			18
Legal Matters			19
Experts			19

ABOUT THIS PROSPECTUS

      References in this prospectus to “we,” “us,” “our” and “Carnival plc” are to Carnival plc (formerly known as P&O Princess Cruises plc) including, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. References to “Carnival Corporation” are to Carnival Corporation, including, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. References to “Carnival Corporation & plc” are to both Carnival Corporation and Carnival plc collectively, following the establishment of the dual listed company structure. For more information about the dual listed company structure, please see “The Companies.”

WHERE YOU CAN FIND MORE INFORMATION

      Carnival plc and Carnival Corporation have jointly filed a Registration Statement on Form S-3 with the Securities and Exchange Commission regarding the offering of the securities offered by this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement. For further information about Carnival plc and Carnival Corporation and the securities offered by this prospectus, you should refer to the registration statement and its exhibits.

      You may read and copy any document previously filed by each of Carnival plc and Carnival Corporation with the Securities and Exchange Commission (the “Commission”) at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Carnival plc and Carnival Corporation file joint reports, joint proxy statements and other information with the Commission. Copies of such information filed with the Commission may be obtained at prescribed rates from the Public Reference Section. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, the Commission maintains a web site (www.sec.gov) that contains reports, proxy statements and other information regarding registrants, such as Carnival plc and Carnival Corporation, that file electronically with the Commission. Materials that Carnival plc and Carnival Corporation have filed may also be inspected at the library of the New York Stock Exchange (the “NYSE”), 20 Broad Street, New York, New York 10005.

      The periodic reports of Carnival plc and Carnival Corporation under the Exchange Act will contain the consolidated financial statements of Carnival Corporation & plc. You should only rely on the information contained in this prospectus and incorporated by reference in it.

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INCORPORATION BY REFERENCE

      Carnival plc (file number 1-15136) and Carnival Corporation (file number 1-9610) are incorporating by reference into this prospectus the following documents or portions of documents filed with the Commission:

	•	Carnival Corporation’s and Carnival plc’s joint Annual Report on Form 10-K for the fiscal year ended November 30, 2003;
	•	The financial statements included in Carnival plc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002;
	•	Carnival Corporation’s and Carnival plc’s joint Current Report on Form 8-K filed on March 5, 2004; and
	•	All other documents filed by Carnival plc or Carnival Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering.

      You should rely only on the information contained in this document or that information to which this prospectus has referred you. Carnival plc and Carnival Corporation have not authorized anyone to provide you with any additional information.

      Any statement contained in this prospectus or a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      The documents incorporated by reference into this prospectus are available from Carnival plc and Carnival Corporation upon request. Carnival plc and Carnival Corporation will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any person, without charge, upon written or oral request. If exhibits to the documents incorporated by reference in this prospectus are not themselves specifically incorporated by reference in this prospectus, then the exhibits will not be provided. Requests for such copies should be directed to the following:

Carnival plc

Except as provided above, no other information, including information on the web sites of Carnival plc or Carnival Corporation, is incorporated by reference into this prospectus.

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RISK FACTORS

      An investment in the securities offered by this prospectus involves a number of risks. You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before making an investment in the securities. A number of the statements in this section are forward-looking statements. See “Forward-Looking Statements.” Additional risk factors, which relate to our business, the DLC structure, taxation and our ownership structure are incorporated in this prospectus by reference to certain of our and Carnival Corporation’s filings with the Commission under Section 13(a) of the Exchange Act, including our and Carnival Corporation’s most recent joint Annual Report on Form 10-K. See “Where You Can Find More Information” and “Incorporation by Reference.”

	We are not a U.S. corporation, and holders of debt securities may be subject to the uncertainties of a foreign legal system in protecting their interests.

      Our corporate affairs are governed by our memorandum of association and articles of association and by the corporate laws of England and Wales. The corporate laws of England and Wales may differ in some respects from the corporate laws in the United States. In addition, there is doubt as to enforceability in England, in original actions or in actions for enforcement of judgments of United States courts, of liabilities predicated upon United States federal securities laws. There is no treaty in effect between the United States and England providing for such enforcement and there are grounds upon which the English courts may choose not to enforce judgments of United States courts.

	Carnival Corporation’s guarantee is governed by the laws of a foreign jurisdiction, and an action to enforce the guarantee must be brought in the courts of England.

      Unlike the debt securities offered by this prospectus, which will be governed by the laws of the State of New York, Carnival Corporation’s guarantee of the debt securities will be issued under a separate deed of guarantee that is governed by the laws of the Isle of Man. An action to enforce the guarantee must be brought exclusively in the courts of England. Because of the exclusive jurisdiction of English courts, an action to enforce the guarantee may be separate from an action to enforce the terms of the debt securities or related indentures. Furthermore, the Carnival Corporation deed of guarantee was executed in connection with the DLC transaction. DLC transactions are relatively unusual and there is little or no case law in the Isle of Man or the United Kingdom relating to DLC transactions or the agreements related to them. As a result of all of these factors, it may be more difficult, expensive and time consuming for holders to enforce the guarantee of Carnival Corporation than a guarantee governed by New York law in a more traditional financing. Furthermore, because a substantial portion of Carnival Corporation’s assets are located outside of the United Kingdom, any judgment related to the guarantee in England would then need to be enforced in other countries, such as the United States, which may require further litigation.

	Carnival Corporation’s guarantee may be unenforceable due to fraudulent conveyance statutes and, accordingly, you could have no claim against Carnival Corporation, as guarantor of the debt securities.

      Although laws differ among various jurisdictions, a court could, under fraudulent conveyance laws, subordinate or avoid the guarantee of Carnival Corporation if it found that the guarantee was incurred with actual intent to hinder, delay or defraud creditors, or if Carnival Corporation did not receive fair consideration or reasonably equivalent value for the guarantee and that Carnival Corporation:

	•	was insolvent or rendered insolvent because of the guarantee;
	•	was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond the relevant guarantor’s ability to pay at maturity.

      Carnival Corporation does not believe that the issuance of its guarantee will be a fraudulent conveyance because, among other things, Carnival Corporation will receive benefits from an offering of the debt securities

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FORWARD-LOOKING STATEMENTS

      Some of the statements contained in this prospectus are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to Carnival Corporation & plc, including certain statements concerning future results, outlook, plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. You can find many, but not all, of these statements by looking for words like “will,” “may,” “believes,” “expects,” “anticipates,” “forecast,” “future,” “intends,” “plans” and “estimates” and for similar expressions.

      Because forward-looking statements involve risk and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied in this prospectus. Forward-looking statements include those statements which may impact the forecasting of our earnings per share, net revenue yields, booking levels, pricing, occupancy, operating, financing and tax costs, cost per available lower berth day, estimates of ship depreciable lives and residual values, outlook or business prospects. These factors include, but are not limited to, the following:

	•	achievement of expected benefits from the DLC transaction;
	•	risks associated with the DLC structure;
	•	risks associated with the uncertainty of the tax status of the DLC structure;
	•	general economic and business conditions, which may impact levels of disposable income of consumers and net revenue yields for Carnival Corporation & plc’s cruise brands;
	•	conditions in the cruise and land-based vacation industries, including competition from other cruise ship operators and providers of other vacation alternatives and increases in capacity offered by cruise ship and land-based vacation alternatives;
	•	the impact of operating internationally;
	•	the international political and economic climate, armed conflicts, terrorist attacks, availability of air service and other world events and adverse publicity, and their impact on the demand for cruises;
	•	accidents and other incidents affecting the health, safety, security and vacation satisfaction of passengers;
	•	Carnival Corporation & plc’s ability to implement our shipbuilding programs and brand strategies and to continue to expand our business worldwide;
	•	Carnival Corporation & plc’s ability to attract and retain qualified shipboard crew and maintain good relations with employee unions;
	•	Carnival Corporation & plc’s ability to obtain financing on terms that are favorable or consistent with our expectations;
	•	the impact of changes in operating and financing costs, including changes in foreign currency and interest rates and fuel, food, payroll, insurance and security costs;
	•	changes in the tax, environmental, health, safety, security and other regulatory regimes under which Carnival Corporation & plc operates;
	•	continued availability of attractive port destinations;

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	•	Carnival Corporation & plc’s ability to successfully implement cost improvement plans and to integrate business acquisitions;
	•	continuing financial viability of Carnival Corporation & plc’s travel agent distribution system;
	•	weather patterns and natural disasters; and
	•	the ability of a small group of shareholders to effectively control the outcome of shareholder voting.

      Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant listing rules, we expressly disclaim any obligation to disseminate, after the date of this prospectus, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

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USE OF PROCEEDS

      Unless we state otherwise in the applicable prospectus supplement, we will add our net proceeds from the sale of any securities offered by us under this prospectus to our working capital. The proceeds will be available for general corporate purposes, which may include the repayment of indebtedness, the financing of capital commitments and possible future acquisitions to expand our business. Pending final application, the net proceeds may be invested in marketable securities, including certificates of deposit and commercial paper.

RATIO OF EARNINGS TO FIXED CHARGES

Carnival Corporation & plc

      On a pro forma combined basis, giving effect to the DLC transaction as if it had occurred on December 1, 2002, Carnival Corporation & plc’s pro forma ratio of earnings to fixed charges would have been 4.8x for the year ended November 30, 2003. This ratio was calculated based on U.S. GAAP. Earnings include net income, adjusted for income taxes, plus fixed charges and exclude capitalized interest. Fixed charges include gross interest expense, amortization of deferred financing expenses and an amount equivalent to interest included in rental charges. Carnival Corporation & plc has assumed that one-third of rental expense is representative of the interest portion of rent expense.

Carnival Corporation & plc

      The following table sets forth Carnival Corporation & plc’s ratio of earnings to fixed charges on a historical basis for the periods indicated. Earnings include net income, adjusted for income taxes, minority interest and loss (income) from affiliated operations and dividends received, plus fixed charges and exclude capitalized interest. Fixed charges include gross interest expense, amortization of deferred financing expenses and an amount equivalent to interest included in rental charges. Carnival Corporation & plc has assumed that one-third of rental expense is representative of the interest portion of rent expense.

		Years Ended November 30,
		2003				2002				2001				2000				1999
Ratio of earnings to fixed charges(1)			5.5x				6.9x				7.1x				11.5x				11.3x

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(1)	This ratio was calculated based on U.S. GAAP and includes the results of Carnival plc from April 17, 2003 to November 30, 2003, since Carnival Corporation has accounted for the DLC transaction as if Carnival plc was acquired by Carnival Corporation on April 17, 2003.

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DESCRIPTION OF DEBT SECURITIES

      We may issue from time to time debt securities in one or more series that will consist of either senior debt (“Senior Debt Securities”) or subordinated debt (“Subordinated Debt Securities”). The Senior Debt Securities will be issued under an indenture (the “Senior Indenture”), between us and U.S. Bank National Association (the “Senior Trustee”). The Subordinated Debt Securities will be issued under an indenture (the “Subordinated Indenture”), between us and U.S. Bank National Association (the “Subordinated Trustee”). The term “Indenture” refers to either the Senior Indenture or the Subordinated Indenture, as appropriate, the term “Trustee” refers to either the Senior Trustee or the Subordinated Trustee, as appropriate, and the term “Debt Securities” refers to the Senior Debt Securities and the Subordinated Debt Securities. Each Indenture will be subject to and governed by the Trust Indenture Act of 1939.

      The following statements with respect to the Debt Securities are not complete and are subject to the detailed provisions of the Senior Indenture and the Subordinated Indenture. Forms of these agreements are filed as exhibits to the Registration Statement.

      The particular terms of each series of Debt Securities (including any additions or modifications to the general terms of the Debt Securities) will be described in a prospectus supplement that will be filed with the Commission. To review the terms of a particular series of Debt Securities, you must refer to both the prospectus supplement for the particular series and to the description of Debt Securities contained in this prospectus. There may be different trustees for one or more different series of Debt Securities. See “ — Trustee”.

General

      The aggregate public offering price of the Senior Debt Securities and Subordinated Debt Securities to be offered by this prospectus will not exceed $500,000,000 (or its foreign exchange rate equivalent if any Debt Securities are offered in currencies other than U.S. dollars). The Indenture allows us to issue additional Debt Securities in amounts authorized by our Board of Directors or a duly authorized committee of our Board of Directors.

      The applicable prospectus supplement for a series of Debt Securities to be issued will describe the following terms of the offered Debt Securities:

	•	the title;
	•	the aggregate principal amount, including any provision for the future offering of additional Debt Securities of such series;
	•	the percentage of their principal amount at which they will be offered;
	•	the date or dates on which principal is payable;
	•	the place or places where the principal or (and premium, if any, on) and any interest on Securities of the series shall be payable;
	•	the interest rate or rates and/or the method of determining the interest rates;
	•	the dates from which interest, if any, will accrue, the method of determining those dates, and the dates on which interest is payable;
	•	the terms for redemption, extension or early repayment;
	•	the denominations in which the Debt Securities are authorized to be issued (if other than denominations of $1,000 or any integral multiple thereof);
	•	the currency or currencies of payment of principal or interest, including the terms under which either we or you may elect such currency, if applicable;
	•	the provisions for a sinking fund, if any;

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	•	if it is an amount other than the principal amount of the Debt Securities, the portion of the principal amount that will be payable if the maturity of the Debt Securities is declared to be accelerated;
	•	any other restrictive covenants included for the benefit of the holders of the Debt Securities;
	•	the events of default, if different than those stated herein under “ — Events of Default and Notice”;
	•	whether the Debt Securities are issuable as a global security or securities;
	•	the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our other securities;
	•	the applicability of the provisions described in “Defeasance” below;
	•	if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
	•	any subordination provisions applicable to the Debt Securities in addition to or different than those described under “Subordination” below; and
	•	any other term or provision which is not inconsistent with the Indenture.

      One or more series of Debt Securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Any applicable U.S. federal income tax consequences and UK income tax consequences and special considerations will be described in the applicable prospectus supplement.

      Except as otherwise stated in the applicable prospectus supplement, principal, premium, if any, and interest, if any, will be payable at an office or agency to be maintained by us, except that at our option, interest may be paid by a check mailed to the person entitled to it.

      The Debt Securities will be issued only in fully registered form without coupons and may be presented for registration of transfer or exchange at the corporate trust office of the Trustee. No service charge will be made for any transfer or exchange of the Debt Securities, but we may require payment of a sum to cover any tax or other governmental charge that must be paid in connection with the transfer or exchange. Not all Debt Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Debt Securities of that series.

      The Indenture does not contain any covenants or provisions that are specifically intended to give holders of the Debt Securities protection if we undertake a highly leveraged transaction. With respect to any series of Debt Securities, the existence or non-existence of such covenants or provisions will be disclosed in the applicable prospectus supplement.

      Neither English law nor our memorandum of association or articles of association limit the right of non-resident or foreign owners to hold Debt Securities.

Book-Entry System

      The Debt Securities of a series may be issued in the form of one or more global securities that will be deposited with a depository (the “Depository”) or with a nominee for the Depository identified in the applicable prospectus supplement, and will be registered in the name of the Depository or a nominee of it. In such a case one or more global securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Debt Securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for Debt Securities in definitive certificated form, a global security may be transferred, in whole but not in part, only to another nominee of the Depository for that series, or to a successor Depository for that series selected or approved by us, or to a nominee of that successor Depository.

      The specific depository arrangement with respect to any series of Debt Securities to be represented by a global security will be described in the applicable prospectus supplement.

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Payment of Additional Amounts

      We will agree that any amounts payable on the Debt Securities will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges imposed, assessed, levied or collected by or for the account of the United Kingdom (or by or for the account of the jurisdiction of incorporation (other than the United States) of a successor corporation to us, to the extent that such taxes first become applicable as a result of the successor corporation becoming the obligor on the Debt Securities) or any of its political subdivisions or taxing authorities (“Covered Taxes”). In addition, if deduction or withholding of any Covered Taxes is ever required by the United Kingdom (or the jurisdiction of incorporation (other than the United States) of a successor corporation to us), or any of its political subdivisions or taxing authorities, we will (if the holders or beneficial owners of the relevant Debt Securities comply with any relevant administrative requirements) pay any additional amounts (“Additional Amounts”) required to make the net amounts paid to the holders of the Debt Securities or the Trustee under the Indenture, as the case may be, after such deduction or withholding, equal to the amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, to which those holders or the Trustee are entitled. We are not required to pay Additional Amounts in respect of the following Taxes (“Excluded Taxes”):

	•	any present or future foreign taxes which would not have been so imposed, assessed, levied or collected if the holder or beneficial owner of the relevant Debt Security did not have some present or former connection with the United Kingdom (or jurisdiction of incorporation of a successor corporation to us) or any such political subdivision of any such jurisdiction other than holding or owning a Debt Security, or collecting principal and interest, if any, on, or the enforcement of such Debt Security, which connection may include its domicile, residence or physical presence in such jurisdiction, or its conduct of a business or maintenance of a permanent establishment therein;
	•	any present or future Covered Taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Debt Security was presented more than thirty days after the date the payment became due or was provided for, whichever is later; or
	•	any present or future Covered Taxes which would not have been so imposed, assessed, levied or collected but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the United Kingdom (or the jurisdiction of incorporation of a successor corporation to us) or any of its political subdivisions of the holder or beneficial owner of the relevant Debt Security, if compliance is required by statute or by rules or regulations of any such jurisdiction as a condition to relief or exemption from Covered Taxes.

      We or any successor to us, as the case may be, will indemnify and hold harmless each holder of the Debt Securities and upon written request reimburse each holder for the amount of:

	•	any Covered Taxes levied or imposed and paid by the holder of the Debt Securities (other than Excluded Taxes) as a result of payments made with respect to the Debt Securities;
	•	any liability (including penalties, interest and expenses) arising from or in connection with the levying or imposing of any Covered Taxes; and
	•	any Covered Taxes levied or imposed with respect to payment of Additional Amounts or any reimbursement pursuant to this list.

      We or our successor, as the case may be, will also:

	•	make such withholding or deduction; and
	•	remit the full amount deducted or withheld, to the relevant authority in accordance with applicable law.

      We or any successor to us, as the case may be, will furnish the Trustee within 30 days after the date the payment of any Covered Taxes is due, certified copies of tax receipts evidencing the payment by us or any

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      At least 30 days prior to each date on which any payment under or with respect to the Debt Securities is due and payable, if we will be obligated to pay Additional Amounts with respect to those payments, we will deliver to the Trustee an officer’s certificate stating that Additional Amounts will be payable, stating the amounts that will be payable, and setting forth any other information necessary to enable the Trustee to pay the Additional Amounts to holders of the Debt Securities on the payment date.

Redemption or Assumption of Debt Securities Under Certain Circumstances

      Unless otherwise specified in the prospectus supplement with respect to any series of Debt Securities, if as the result of any change in or any amendment to the laws, including any regulations and any applicable double taxation treaty or convention, of the United Kingdom (or the jurisdiction of incorporation (other than the United States) of a successor corporation to us), or of any of its political subdivisions or taxing authorities affecting taxation, or any change in an application or interpretation of those laws, including any applicable double taxation treaty, which change, amendment, application or interpretation becomes effective on or after the original issuance date of the series (or, in certain circumstances, the later date on which a corporation becomes a successor corporation to us), we determine based upon an opinion of independent counsel of recognized standing that:

	•	we would be required to pay Additional Amounts on the next succeeding date for the payment thereof, or
	•	any taxes would be imposed (whether by way of deduction, withholding or otherwise) by the United Kingdom (or the jurisdiction of incorporation (other than the United States) of a successor corporation to us) or by any of its political subdivisions or taxing authorities, upon or with respect to any principal, premium, if any, interest, if any, or sinking fund or analogous payments, if any,

then we may, at our option, on giving not less than 30 nor more than 60 days’ irrevocable notice, redeem the series of Debt Securities in whole, but not in part, at any time (other than Debt Securities of a series having a variable rate of interest, which may be redeemed only on an interest payment date) at a redemption price equal to 100% of the principal amount plus accrued interest to the date fixed for redemption (other than outstanding original issue discount Debt Securities, which may be redeemed at the redemption price specified by the terms of each series of such Debt Securities). No notice of redemption may be given more than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts or the tax would be imposed, as the case may be. Also, at the time that the notice of redemption is given, the obligation to pay Additional Amounts or tax, as the case may be, must be in effect.

Merger and Consolidation

      We and Carnival Corporation are subject to some limitation on such transactions under our constituent documents, but we, Carnival Corporation and our respective subsidiaries are generally permitted under the Indenture to consolidate or merge with another entity. We are also permitted under the Indenture to sell or lease substantially all of our assets to another entity or to buy or lease substantially all of the assets of another entity. No vote by holders of Debt Securities approving any of these actions is required, unless as part of the transaction we make changes to the Indenture requiring your approval. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in:

	•	a lower credit rating being assigned to the Debt Securities; or
	•	Additional Amounts becoming payable and the Debt Securities thus being subject to redemption at our option, as described earlier under “— Redemption or Assumption of Debt Securities Under Certain Circumstances.”

      We have no obligation under the Indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets

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	•	after giving effect to the transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing; and
	•	the person formed by the consolidation or into which we merged, or the person which acquires or leases all or substantially all of our assets, assumes all our obligations under the Debt Securities and the Indenture.

Events of Default and Notice

      Unless otherwise noted in an applicable prospectus supplement, the following are “Events of Default” in respect of a particular series of Debt Securities:

	•	failure to pay interest (including Additional Amounts) for 30 days after it is due;
	•	failure to pay the principal or premium, if any, when due;
	•	failure to make a sinking fund payment for five days after it becomes due;
	•	failure to perform any other covenant for 60 days after being given written notice of the failure in accordance with the Indenture;
	•	failure to pay (after any applicable grace period) any indebtedness for money borrowed by us, Carnival Corporation or a Significant Subsidiary of either in excess of $50 million in aggregate principal amount or a default on such indebtedness that results in the acceleration of such indebtedness prior to its express maturity, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of 30 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% of the aggregate principal amount of outstanding Debt Securities of that particular series;
	•	certain events of bankruptcy, insolvency or reorganization; and
	•	any other Event of Default, as indicated in the applicable prospectus supplement.

      When we refer to a “Significant Subsidiary,” we mean any Subsidiary, the Net Worth of which represents more than 10% of the Consolidated Net Worth of Carnival plc, Carnival Corporation and their consolidated Subsidiaries. The terms “Subsidiary,” “Net Worth” and “Consolidated Net Worth” will be defined in the Indenture.

      If an Event of Default in respect of a particular series of Debt Securities outstanding occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Debt Securities outstanding of the series may declare the principal amount (or, if the Debt Securities of the series are original issue discount Debt Securities, the portion of the principal amount as may be specified in the terms of the series) of all of the Debt Securities of the series to be due and payable immediately. At any time after such a declaration of acceleration has been made, but before a judgment or decree for the payment of money due upon acceleration has been obtained by the Trustee, the holders of a majority in aggregate principal amount outstanding of the Debt Securities of the affected series may, under certain circumstances, rescind and annul the declaration and its consequences if all Events of Default relating to the Debt Securities of the series, other than the non-payment of principal due solely by the declaration of acceleration, have been cured or waived as provided in the Indenture.

      The Trustee will, within 90 days after a default in respect of a series of Debt Securities, give the holders of the series notice of all uncured defaults known to it (the term “default” includes the events specified above without grace periods). However, except in the case of default in the payment of the principal of, or premium, if any, on or interest on any of the Debt Securities of the series, or in the payment of any sinking fund installment with respect to the Debt Securities of the series, the Trustee may withhold such notice and

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      Pursuant to the terms of the Indenture, we will be required to furnish to the Trustee annually a statement of one of our authorized officers stating whether or not to the best of his or her knowledge we are in default, in respect of any series of Debt Securities, in the performance and observance of the terms of the Indenture and, if we are in default, specifying the default and the nature of it.

      The Indenture will provide that the holders of a majority in aggregate principal amount of all Debt Securities then outstanding of a particular series will have the right to waive certain defaults in respect of the series and, subject to certain limitations, to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. The Indenture will provide that, in case an Event of Default in respect of a particular series of Debt Securities occurs (which is not cured or waived), the Trustee will be required to exercise such of its rights and powers under the Indenture, and to use the degree of care and skill in their exercise, that a prudent man would exercise or use in the conduct of his own affairs. Otherwise, the Trustee need only perform such duties as are specifically set forth in the Indenture. Subject to those provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any of the holders of the series unless they have offered to the Trustee reasonable security or indemnity.

      No holder of any series of Debt Securities will have any right to institute any proceeding with respect to the Indenture or for any remedy under it, unless the holder has previously given to the Trustee written notice of a continuing Event of Default and unless the holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of the series have made written request, and offered reasonable indemnity, to the Trustee to institute such a proceeding as trustee. In addition, the Trustee must not have received from the holders of a majority in aggregate principal amount of the outstanding Debt Securities of the series a direction inconsistent with the request and have failed to institute the proceeding within 60 days. However, such limitations do not apply to a suit instituted by a holder of a Debt Security for enforcement of payment of the principal of and premium, if any, or interest on the Debt Security on or after the respective due dates expressed in the Debt Security.

      The Events of Default may be modified with respect to a series of Debt Securities. Any such modification will be described in a prospectus supplement.

Modification of the Indenture

      We may modify the Indenture without the consent of the holders of a particular series of the Debt Securities:

	•	to evidence the succession of another corporation and the assumption of our covenants under the Indenture and the Debt Securities consistent with the terms of the Indenture;
	•	to add to our covenants or to the events of default;
	•	to cure any ambiguity, defect or inconsistency;
	•	to make certain other changes which would not, in the good faith opinion of our board of directors, adversely affect holders of that particular series of Debt Securities in any material respect;
	•	to secure any or all of the Debt Securities;
	•	to establish the form or terms of Debt Securities of any series;
	•	to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee;

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	•	to make any change that does not materially adversely affect the interests of the holders of Debt Securities of any series then outstanding;
	•	to add guarantees with respect to any or all of the Debt Securities;
	•	to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code);
	•	to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939; or
	•	for other purposes described in the Indenture.

      We may also modify the Indenture, our rights and obligations, and the rights of the holders of a particular series, with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Debt Securities of that series. However, without the consent of each affected holder of each Debt Security of a series, no modification may be made which would:

	•	change the stated maturity of the principal or premium, if any, of a Debt Security in the series;
	•	change the stated maturity of the interest (including Additional Amounts) on any Debt Security in the series;
	•	reduce the principal amount of a Debt Security in the series;
	•	reduce the interest rate on any Debt Security in the series; or
	•	reduce the amount of principal of an original issue discount Debt Security that is payable upon the acceleration of the maturity of the Security.

      In addition, the consent of the holders of all then outstanding Debt Securities of the series is required to reduce the percentage of holders of Debt Securities whose consent is required to modify the Indenture.

Defeasance

      An applicable supplemental indenture may allow us to elect either:

	(1)	to defease and be discharged from any and all obligations with respect to the Debt Securities of any series pursuant to the supplemental indenture, except for the obligation to pay Additional Amounts and certain other obligations, or
	(2)	to be released from our obligations with respect to the Debt Securities under certain sections of the Indenture or supplemental indenture or certain Events of Default.

      In order to exercise either defeasance option, we must irrevocably deposit with the applicable Trustee, in trust, money or certain direct qualifying obligations of the United States or an agency or instrumentality of the United States which, in either case, are not callable at the issuer’s option (“U.S. Government Obligations”) or certain depositary receipts for U.S. Government Obligations that through the payment of interest and principal on them will provide sufficient money to pay all the principal of and premium, if any, and any interest on, the Debt Securities on the dates the payments are due. Defeasance may be effected only if, among other things:

	•	no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default under the applicable Indenture has occurred and is continuing on the date of the deposit;
	•	in the event of defeasance under clause (1) above, we have delivered an opinion of counsel, stating that we have received from, or there has been published by, the Internal Revenue Service a ruling, or since the date of the applicable supplemental indenture there has been a change in applicable federal

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		law, holding that the holders of the Debt Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit or defeasance, and will be subject to United States federal income tax in the same manner as if the defeasance had not occurred; and
	•	in the event of defeasance under clause (2) above, we have delivered an opinion of counsel to the effect that, among other things, the holders of the Debt Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit or defeasance and will be subject to United States federal income tax in the same manner as if the defeasance had not occurred.

      If we fail to comply with our remaining obligations under the applicable Indenture or supplemental indenture after a defeasance of the Indenture and supplemental indenture with respect to Debt Securities as described under clause (2) above, and the Debt Securities are declared due and payable because of the occurrence of any undefeased Event of Default, the amount of money and U.S. Government Obligations on deposit with the Trustee might be insufficient to pay amounts due on the Debt Securities of the series at the time of the acceleration resulting from the Event of Default. However, we will remain liable in respect of the payments.

Satisfaction and Discharge

      An Indenture shall, at our request, cease to be of further effect, except as to any surviving rights of registration or transfer or exchange of Debt Securities, and the Trustee, at our expense, shall execute proper instruments acknowledging satisfaction and discharge of such Indenture, when

	(1)	either:

	(A)	all Debt Securities theretofore authenticated and delivered (other than (i) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid and (ii) Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the Trustee for cancellation; or

	(B)	all such Debt Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity date within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in our name and at our expense, and, in the case of (i), (ii) or (iii), we have deposited or caused to be deposited with the Trustee as funds in trust an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due and payable) or to the stated maturity or redemption date, as the case may be;

	(2)	we have paid or caused to be paid all other sums payable hereunder by us; and
	(3)	we have delivered to the Trustee and officer’s certificate and an opinion of counsel, each stating that all of the conditions precedent relating to the satisfaction and discharge of this Indenture have been complied with.

      In the event there are Debt Securities of two or more series issued under an Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of such Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees.

      Notwithstanding the satisfaction and discharge of an Indenture, the obligations of the Trustee regarding the application of money held in trust by the Trustee shall survive.

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Subordination

      If our assets are distributed upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any), and interest on, the Subordinated Debt Securities will be paid after, to the extent provided in the Subordinated Indenture and the applicable supplemental indenture, all senior indebtedness (as defined in such Subordinated Indenture and such supplemental indenture) is paid in full, including Senior Debt Securities. Nevertheless, our obligation to pay principal (and premium, if any) or interest on the Subordinated Debt Securities will not otherwise be affected. We may not pay any principal (or premium, if any), sinking fund or interest on the Subordinated Debt Securities when we are in default in the payment of principal, premium, if any, sinking fund or interest on senior indebtedness. If, while we are in default on senior indebtedness, any payment is received by the Subordinated Trustee under the Subordinated Indenture or the holders of any of the Subordinated Debt Securities before we have paid all senior indebtedness in full, the payment or distribution must either be paid over to the holders of the unpaid senior indebtedness or applied to the repayment of the unpaid senior indebtedness.

      Until we have paid the senior indebtedness in full, the holders of the Subordinated Debt Securities will be subrogated to the rights of the holders of our senior indebtedness to the extent that payments are made to the holders of senior indebtedness out of the distributive share of the Subordinated Debt Securities.

      Because of the way in which the subordination provisions operate, if our assets are distributed upon insolvency, certain of our general creditors may recover more, ratably, than holders of Subordinated Debt Securities. The Subordinated Indenture or applicable supplemental indenture may state that its subordination provisions will not apply to money and securities held in trust under the satisfaction and discharge, and the legal defeasance, provisions of the Subordinated Indenture.

      If this prospectus is being delivered in connection with the offering of a series of Subordinated Debt Securities, the accompanying prospectus supplement or the information incorporated by reference in it will describe the approximate amount of senior indebtedness outstanding as of a recent date.

Conversion Rights

      The terms and conditions, if any, on which Debt Securities being offered are convertible into our other securities will be set forth in an applicable prospectus supplement. The terms to be described will include the conversion price, the conversion period, provisions as to whether conversion will be at the option of the holder or us, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event that the Debt Securities are redeemed.

Trustee

      The Trustee may resign or be removed with respect to one or more series of Debt Securities, and a successor Trustee may be appointed to act with respect to that or those series. In the event that there are two or more persons acting as Trustee with respect to different series of Debt Securities, each Trustee will be a trustee of a trust or trusts under the Indenture that are separate and apart from the trust or trusts administered by any other Trustee, and any action permitted or required to be taken by the “Trustee” may be taken by each successor Trustee with respect to, and only with respect to, the one or more series of Debt Securities for which that successor is acting as Trustee.

Governing Law

      The Debt Securities and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

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DESCRIPTION OF THE CARNIVAL CORPORATION GUARANTEE

      Carnival Corporation is guaranteeing our monetary obligations under some or all of the Debt Securities. We expect that the guarantee of Senior Debt Securities will be on an unsecured and unsubordinated basis, while the guarantee of the Subordinated Debt Securities will be on a subordinated basis. Carnival Corporation’s guarantee is being issued under its deed of guarantee, which Carnival Corporation and we executed at the closing of the DLC transaction on April 17, 2003. At the closing of the DLC transaction, Carnival Corporation and we also executed a separate deed of guarantee reciprocal to Carnival Corporation’s, under which we guaranteed specified obligations of Carnival Corporation owed to its creditors. The following description is a summary of the material provisions of Carnival Corporation’s deed of guarantee. The summary is not complete and may not cover information that you may find important. Accordingly, this summary is subject to, and qualified in its entirety by reference to, the detailed provisions of Carnival Corporation’s deed of guarantee. You should read Carnival Corporation’s deed of guarantee carefully and in its entirety because it, and not this description, defines your rights under the Carnival Corporation deed of guarantee.

Form of Guarantee

      The Carnival Corporation guarantee will be in uncertificated form.

Obligations Guaranteed

      Under Carnival Corporation’s deed of guarantee, Carnival Corporation has fully, unconditionally and irrevocably undertaken and promised to us that Carnival Corporation will, as a continuing obligation, make to the creditor to whom or to which it is owed the proper and punctual payment of each of the following obligations, following written demand on us, Carnival Corporation and/or, to the extent applicable, the relevant primary obligor, if for any reason we do not make such payment on the relevant due date:

	•	any contractual monetary obligations owed to our creditors incurred under an agreement entered into since completion of the DLC transaction;
	•	any contractual monetary obligations of other persons, referred to as principal debtors, which are guaranteed by us and incurred under an agreement entered into since completion of the DLC transaction; and
	•	any other obligation of any kind that may be agreed in writing between us and Carnival Corporation.

      Carnival Corporation’s deed of guarantee provides that the creditors to whom our obligations are owed are intended third party beneficiaries of Carnival Corporation’s deed of guarantee. Subject to protective procedures for existing and new beneficiaries of Carnival Corporation’s guarantee, we and Carnival Corporation may exclude obligations from coverage under Carnival Corporation’s deed of guarantee by agreement, as described below under “Exclusions from the Guarantee.” If a series of Debt Securities is excluded from coverage under Carnival Corporation’s deed of guarantee, the prospectus supplement relating to those Debt Securities will so state.

      Should any obligation not be recoverable from Carnival Corporation as a result of the obligation becoming void, voidable or unenforceable against us, Carnival Corporation also has agreed that it will, as sole, original and independent obligor, make payment on such obligation by way of a full indemnity. Unless otherwise provided in Carnival Corporation’s deed of guarantee, Carnival Corporation’s liabilities and obligations under Carnival Corporation’s deed of guarantee will remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge our liabilities owed to the relevant creditor, including, without limitation:

	•	anything which would have discharged Carnival Corporation, wholly or in part, but not us;
	•	anything which would have offered Carnival Corporation, but not us, any legal or equitable defense; and

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	•	any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, us or any other person or entity.

      In the event that Carnival Corporation is required under the Carnival Corporation deed of guarantee to make a payment to a creditor, we will reimburse Carnival Corporation for those payments.

Exclusions from the Guarantee

      We and Carnival Corporation may, by entering into a supplemental deed and by giving the required notice, exclude from the scope of Carnival Corporation’s deed of guarantee obligations of a particular type, or a particular obligation or obligations, incurred after a specified date. The specified date must be:

	•	in the case of obligations of a particular type, at least three months after the date on which notice of the relevant exclusion is given, or
	•	in the case of a particular obligation, at least five business days, or such shorter period as the relevant creditor may agree, after the date on which notice is given to the relevant creditor.

However, no such agreement or exclusion shall be effective with respect to any obligation incurred before, or arising out of, any credit or similar facility available for use at, the time at which the relevant agreement or exclusion becomes effective. Therefore, under this provision we and Carnival Corporation would not be able to exclude a series of Debt Securities or the indenture governing such Debt Securities from the scope of Carnival Corporation’s deed of guarantee after the issuance of those Debt Securities without the consent of the trustee under the indenture and the requisite holders of the relevant Debt Securities.

No Defense, Set-off and Counterclaim

      In respect of any claim against Carnival Corporation by a creditor under Carnival Corporation’s deed of guarantee, Carnival Corporation will not have available to it:

	•	by way of defense or set-off, any matter that arises from or in connection with Carnival Corporation’s deed of guarantee, and which would have been available to Carnival Corporation by way of defense or set-off if the proceedings had been brought against Carnival Corporation by us,
	•	by way of defense or set-off, any matter that would have been available to Carnival Corporation by way of defense or set-off against a creditor if the creditor had been a party to Carnival Corporation’s deed of guarantee, or
	•	by way of counterclaim any matter not arising from Carnival Corporation’s deed of guarantee that would have been available to Carnival Corporation by way of counterclaim against a creditor if the creditor had been a party to Carnival Corporation’s deed of guarantee.

Governing Law and Jurisdiction

      Carnival Corporation’s deed of guarantee is governed and construed in accordance with the laws of the Isle of Man. All actions or proceedings arising out of or in connection with Carnival Corporation’s deed of guarantee must be exclusively brought in courts in England. In addition, the issuance of the Carnival Corporation guarantee will not affect the governing law of any Debt Securities guaranteed and the related Indenture, which will be governed by the laws of the State of New York. It is therefore likely that the governing law and the jurisdiction in which actions may be brought in respect of the Carnival Corporation guarantee will be different from those for the Debt Securities. See “Risk Factors — Risks Relating to Carnival Corporation’s Guarantee — Carnival Corporation’s guarantee is governed by the laws of a foreign jurisdiction, and an action to enforce the guarantee must be brought in the courts of England.”

Termination

      No termination of Carnival Corporation’s deed of guarantee will be effective with respect to any obligation under Carnival Corporation’s deed of guarantee incurred before, or arising out of, any credit or

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      Subject to that limitation, Carnival Corporation’s deed of guarantee will terminate:

	•	automatically upon the termination or the discontinuance of effectiveness of the Equalization and Governance Agreement, which was entered into by us and Carnival Corporation at the closing of the DLC transaction and is the primary agreement governing the ongoing relationship between us and Carnival Corporation as a dual listed company operating as a single economic entity,
	•	automatically upon the termination or discontinuance of effectiveness of our deed of guarantee, or
	•	on such future date as Carnival Corporation may determine with the giving of three months’ notice following our consenting to such termination, although our consent shall not be required if prior to the date of such notice a resolution is passed or an order is made for the liquidation of us.

Amendment

      We and Carnival Corporation may amend Carnival Corporation’s deed of guarantee by entering into a supplemental deed. The amendment may apply only to a guarantee of a specific issue or series of Debt Securities. For example, if the Debt Securities are Subordinated Debt Securities, the guarantee of such Subordinated Debt Securities is expected to include subordination provisions similar to those applicable to the Subordinated Debt Securities. If the terms of any guarantee of Debt Securities are different from those stated in this prospectus, the differences will be set forth in the prospectus supplement relating to such Debt Securities. However, no amendment of Carnival Corporation’s deed of guarantee will be effective with respect to any obligation under Carnival Corporation’s deed of guarantee incurred before, or arising out of, any credit or similar facility available for use at, the time at which the amendment becomes effective. Therefore, after the issuance of a series of Debt Securities subject to Carnival Corporation’s deed of guarantee, no such amendment may become effective with respect to such Debt Securities without the consent of the trustee and the requisite holders of those Debt Securities.

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PLAN OF DISTRIBUTION

      We may sell the securities being offered by this prospectus in four ways, including by combination of the following:

	•	through agents,
	•	through underwriters,
	•	through dealers, and
	•	directly to one or more other purchasers.

      We may designate agents from time to time to solicit offers to purchase these securities. We will name any such agent, who may be deemed to be an “underwriter”, as that term is defined in the Securities Act and state any commissions we are to pay to that agent in the applicable prospectus supplement. That agent will be acting on a reasonable efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.

      If we use any underwriters to offer and sell these securities, we will enter into an underwriting agreement with those underwriters when we and they determine the offering price of the securities, and we will include the names of the underwriters and the terms of the transaction in the applicable prospectus supplement.

      If we use a dealer to offer and sell these securities, we will sell the securities to the dealer, as principal, and will name the dealer in the applicable prospectus supplement. The dealer may then resell the securities to the public at varying prices to be determined by that dealer at the time of resale.

      If underwriters or dealers are used in an offering, the securities offered pursuant to this prospectus may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase any securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased.

      Such purchasers, underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or the purchasers. These discounts, concessions or commissions as to any particular underwriter, dealer or agent may be in excess of those customary in the types of transactions involved.

      Our net proceeds will be the purchase price in the case of sales to a dealer, the public offering price less discount in the case of sales to an underwriter or the purchase price less commission in the case of sales through an agent, in each case, less other expenses attributable to issuance and distribution. We will include in the prospectus supplement relating to each offering information regarding all the amounts described in the preceding sentence.

      Each issue of securities will be a new issue of securities with no established trading market. It has not been established whether the underwriters, if any, of the securities will make a market in these securities. If a market in the securities is made by any such underwriters, such market-making may be discontinued at any time without notice. We can give no assurance as to the liquidity of the trading market of these securities.

      In order to facilitate the offering of the securities offered under this prospectus, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on these securities. Specifically, the underwriters may over-allot in connection with the offering, creating a short position in these securities for their own accounts. In addition, to cover over-allotments or to stabilize the price of these securities or of any other securities, the underwriters may bid for, and purchase, these securities or any other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing these

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      If so indicated in the applicable prospectus supplement, one or more firms, which we refer to as “remarketing firms,” acting as principals for their own accounts or as agents for us, may offer and sell these securities as part of a remarketing upon their purchase, in accordance with their terms. We will identify any remarketing firm, the terms of its agreement, if any, with us and its compensation in the applicable prospectus supplement.

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

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

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

LEGAL MATTERS

      The validity of the Debt Securities and certain other matters have been passed upon for Carnival plc by Paul, Weiss, Rifkind, Wharton & Garrison LLP. Freshfields Bruckhaus Deringer has passed upon certain matters with respect to the laws of England and Wales. Dickinson Cruickshank & Co. has passed upon the validity of the guarantee offered by this prospectus by Carnival Corporation. Certain matters with respect to Panamanian law have been passed upon for Carnival Corporation by Tapia Linares y Alfaro.

      James M. Dubin and John J. O’Neil, partners of Paul, Weiss, Rifkind, Wharton & Garrison LLP, are the sole securityholders of various corporations which act as trustees or protectors of various trusts established for the benefit of members of the Arison family and charitable trusts. In these capacities, Messrs. Dubin and O’Neil had, as of February 23, 2004, shared voting or dispositive rights over approximately 23% of Carnival Corporation’s outstanding common stock, representing approximately 18% of the total voting power of Carnival Corporation & plc. Paul, Weiss, Rifkind, Wharton & Garrison LLP also serves as counsel to Micky Arison, who is the chairman and chief executive officer of us and Carnival Corporation and other Arison family members and trusts.

EXPERTS

      The consolidated financial statements of Carnival Corporation & plc incorporated in this prospectus by reference to Carnival Corporation & plc’s joint Annual Report on Form 10-K for the fiscal year ended November 30, 2003 have been incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent certified public accountants, given on the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements of Carnival plc, formerly known as P&O Princess Cruises plc, as of December 31, 2002 and 2001, and for each of the years in the three year period ended December 31, 2002 have been incorporated by reference herein in reliance on the report of KPMG Audit Plc, chartered accountants and registered auditor, incorporated by reference herein and upon the authority of said firm as experts in auditing and accounting. The audit report covering the December 31, 2002 financial statements refers to the adoption of FRS 19 Deferred Tax.

19

---

 

$500,000,000

DEBT SECURITIES

---

PRELIMINARY PROSPECTUS

---

March 5, 2004

---

---

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.	Other Expenses of Issuance and Distribution.

      The following table sets forth the various expenses payable in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions (which will be described in the applicable prospectus supplement). All the amounts shown are estimates, except the Securities and Exchange Commission registration fee. All of such expenses are being borne by Carnival Corporation & plc.

Securities and Exchange Commission Registration Fee		$	63,350
Accounting Fees and Expenses			7,500
Legal Fees and Expenses			75,000
Printing and Engraving Expenses			25,000
Miscellaneous Fees and Expenses			17,000
Total		$	187,850

Item 15.	Indemnification of Directors and Officers.

Article 288 of Carnival plc’s articles of association provides:

      “Subject to the provisions of the Companies Acts but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer of Carnival plc or of Carnival Corporation shall be indemnified out of the assets of Carnival plc against any liability incurred by him to the fullest extent permitted under the law.”

      Under the UK Companies Act 1985, a UK company is not permitted to indemnify a director or officer of the company (or any person employed by the company as an auditor) against any liability in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

      UK companies, however, may:

	•	purchase and maintain liability insurance for officers and directors; and
	•	indemnify officers and directors against any liability incurred by him either in defending any proceedings in which judgment is given in his favor or he is acquitted, or in connection with the court granting him relief from liability in the case of honest and reasonable conduct.

      Carnival plc has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival plc’s articles of association as described above.

      Carnival Corporation’s third amended and restated articles of incorporation and by-laws provide, subject to the requirements set forth therein, that with respect to any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, Carnival Corporation shall indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s directors or officers, and may indemnify such person by reason of the fact that he is or was one of Carnival Corporation’s or Carnival plc’s employees or agents or is or was serving at Carnival Corporation’s or Carnival plc’s request as a director, officer, employee or agent in another corporation, partnership, joint venture, trust or other enterprise, in either case against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to Carnival Corporation’s or Carnival plc’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Carnival Corporation has entered into agreements with each of its directors providing essentially the same indemnities as are described in Carnival Corporation’s third amended and restated articles of incorporation in the event that such director or such director’s heirs, executors or administrators are made a party to threatened, pending or completed actions, suits or proceedings as described above.

II-1

---

 

Item 16.	Exhibits and Financial Statement Schedules.

	1.1	*		Form of Underwriting Agreement
	3.1			Articles of Association of Carnival plc (incorporated by reference to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.2			Memorandum of Association of Carnival plc (incorporated by reference to Exhibit 3.4 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.3			Third Amended and Restated Articles of Incorporation of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.4			Amended and Restated By-laws of Carnival Corporation (incorporated by reference to Exhibit 3.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	4.1			Form of Senior Indenture between the Company and the Senior Trustee relating to the Senior Debt Securities
	4.2			Form of Subordinated Indenture between the Company and Subordinated Trustee relating to the Subordinated Debt Securities
	4.3			Form of Senior Debt Security (included in Exhibit 4.1)
	4.4			Form of Subordinated Debt Security (included in Exhibit 4.2)
	4.6			Carnival Corporation Deed of Guarantee between Carnival plc and Carnival Corporation, dated as of April 17, 2003 (incorporated by reference to Exhibit 4.3 to Carnival plc and Carnival Corporation’s joint registration statement on Form S-4, File No. 333-105671)
	5.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	5.2			Opinion of Tapia Linares y Alfaro
	5.3			Opinion of Freshfields Bruckhaus Deringer
	5.4			Opinion of Dickinson Cruickshank & Co.
	12.1			Pro Forma Ratio of Earnings to Fixed Charges of Carnival Corporation & plc for the year ended November 30, 2003
	12.2			Ratio of Earnings to Fixed Charges of Carnival Corporation & plc for each of the five years ended November 30, 2003, 2002, 2001, 2000 and 1999 (incorporated by reference to Exhibit 12 to the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2003)
	23.1			Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants
	23.2			Consent of KPMG Audit Plc, Chartered Accountants
	23.3			Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1)
	23.4			Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
	23.5			Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)
	23.6			Consent of Dickinson Cruickshank & Co. (included in Exhibit 5.4)
	24			Powers of Attorney (included on signature pages)
	25.1			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee to act as Trustee under the Indentures

---

*	To be incorporated by reference in connection with an offering of such securities.

Item 17.	Undertakings

The undersigned Registrants hereby undertake:

II-2

---

 

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

	(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement;

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
	(4)	That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants’ annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
	(5)	To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939; and

	(6) (i)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

	(ii)	For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

II-3

---

 

SIGNATURES OF CARNIVAL PLC

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 1st day of March, 2004.

	CARNIVAL PLC

	By:	/s/ MICKY ARISON

	Name:         Micky Arison

	Title:	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

      Each of the undersigned directors and officers of Carnival plc hereby severally constitutes and appoints Howard S. Frank, Gerald R. Cahill, David Bernstein or Arnaldo Perez and each of them, as attorneys-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any amendments to this registration statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the dates indicated by the following persons in the capacities indicated.

Signatures				Title		Date
/s/ MICKY ARISON Micky Arison				Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)		March 1, 2004
/s/ HOWARD S. FRANK Howard S. Frank				Vice-Chairman of the Board of Directors and Chief Operating Officer		March 1, 2004
/s/ GERALD R. CAHILL Gerald R. Cahill				Executive Vice President and Chief Financial and Accounting Officer (Principal Financial Officer and Principal Accounting Officer)		March 1, 2004
/s/ RICHARD G. CAPEN, JR. Richard G. Capen, Jr.				Director		March 1, 2004
/s/ ROBERT H. DICKINSON Robert H. Dickinson				Director		March 1, 2004

II-4

---

 

Signatures				Title		Date
/s/ ARNOLD W. DONALD Arnold W. Donald				Director		March 1, 2004
/s/ PIER LUIGI FOSCHI Pier Luigi Foschi				Director		March 1, 2004
/s/ BARONESS HOGG Baroness Hogg				Director		March 1, 2004
/s/ A. KIRK LANTERMAN A. Kirk Lanterman				Director		March 1, 2004
/s/ MODESTO A. MAIDIQUE Modesto A. Maidique				Director		March 1, 2004
/s/ JOHN P. MCNULTY John P. McNulty				Director		March 1, 2004
/s/ SIR JOHN PARKER Sir John Parker				Director		March 1, 2004
/s/ PETER G. RATCLIFFE Peter G. Ratcliffe				Director		March 1, 2004
/s/ STUART SUBOTNICK Stuart Subotnick				Director		March 1, 2004
/s/ UZI ZUCKER Uzi Zucker				Director		March 1, 2004

II-5

---

 

SIGNATURES OF CARNIVAL CORPORATION

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 1st day of March, 2004.

	CARNIVAL CORPORATION

	By:	/s/ MICKY ARISON

	Name:         Micky Arison

	Title:	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

      Each of the undersigned directors and officers of Carnival Corporation hereby severally constitutes and appoints Howard S. Frank, Gerald R. Cahill, David Bernstein or Arnaldo Perez and each of them, as attorneys-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any amendments to this registration statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the dates indicated by the following persons in the capacities indicated.

Signatures				Title		Date
/s/ MICKY ARISON Micky Arison				Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)		March 1, 2004
/s/ HOWARD S. FRANK Howard S. Frank				Vice-Chairman of the Board of Directors and Chief Operating Officer		March 1, 2004
/s/ GERALD R. CAHILL Gerald R. Cahill				Executive Vice President and Chief Financial and Accounting Officer (Principal Financial Officer and Principal Accounting Officer)		March 1, 2004
/s/ RICHARD G. CAPEN, JR. Richard G. Capen, Jr.				Director		March 1, 2004
/s/ ROBERT H. DICKINSON Robert H. Dickinson				Director		March 1, 2004

II-6

---

 

Signatures				Title		Date
/s/ ARNOLD W. DONALD Arnold W. Donald				Director		March 1, 2004
/s/ PIER LUIGI FOSCHI Pier Luigi Foschi				Director		March 1, 2004
/s/ BARONESS HOGG Baroness Hogg				Director		March 1, 2004
/s/ A. KIRK LANTERMAN A. Kirk Lanterman				Director		March 1, 2004
/s/ MODESTO A. MAIDIQUE Modesto A. Maidique				Director		March 1, 2004
/s/ JOHN P. MCNULTY John P. McNulty				Director		March 1, 2004
/s/ SIR JOHN PARKER Sir John Parker				Director		March 1, 2004
/s/ PETER G. RATCLIFFE Peter G. Ratcliffe				Director		March 1, 2004
/s/ STUART SUBOTNICK Stuart Subotnick				Director		March 1, 2004
/s/ UZI ZUCKER Uzi Zucker				Director		March 1, 2004

II-7

---

 

EXHIBIT INDEX

	1.1	*		Form of Underwriting Agreement
	3.1			Articles of Association of Carnival plc (incorporated by reference to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.2			Memorandum of Association of Carnival plc (incorporated by reference to Exhibit 3.4 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.3			Third Amended and Restated Articles of Incorporation of Carnival Corporation (incorporated by reference to Exhibit 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	3.4			Amended and Restated By-laws of Carnival Corporation (incorporated by reference to Exhibit 3.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003)
	4.1			Form of Senior Indenture between the Company and the Senior Trustee relating to the Senior Debt Securities
	4.2			Form of Subordinated Indenture between the Company and Subordinated Trustee relating to the Subordinated Debt Securities
	4.3			Form of Senior Debt Security (included in Exhibit 4.1)
	4.4			Form of Subordinated Debt Security (included in Exhibit 4.2)
	4.6			Carnival Corporation Deed of Guarantee between Carnival plc and Carnival Corporation, dated as of April 17, 2003 (incorporated by reference to Exhibit 4.3 to Carnival plc and Carnival Corporation’s joint registration statement on Form S-4, File No. 333-105671)
	5.1			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	5.2			Opinion of Tapia Linares y Alfaro
	5.3			Opinion of Freshfields Bruckhaus Deringer
	5.4			Opinion of Dickinson Cruickshank & Co.
	12.1			Pro Forma Ratio of Earnings to Fixed Charges of Carnival Corporation & plc for the year ended November 30, 2003
	12.2			Ratio of Earnings to Fixed Charges of Carnival Corporation & plc for each of the five years ended November 30, 2003, 2002, 2001, 2000 and 1999 (incorporated by reference to Exhibit 12 to the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2003)
	23.1			Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants
	23.2			Consent of KPMG Audit Plc, Chartered Accountants
	23.3			Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1)
	23.4			Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
	23.5			Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)
	23.6			Consent of Dickinson Cruickshank & Co. (included in Exhibit 5.4)
	24			Powers of Attorney (included on signature pages)
	25.1			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee to act as Trustee under the Indentures

---

*	To be incorporated by reference in connection with an offering of such securities.

                                                                     Exhibit 4.1

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











                                  CARNIVAL PLC

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION,

                                     Trustee

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

                                    INDENTURE

                              Dated as of [      ]

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

                         UNSUBORDINATED DEBT SECURITIES











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



                                  CARNIVAL PLC
                             CROSS REFERENCE SHEET*

                  This Cross Reference Sheet shows the location in the Indenture
of the provisions inserted pursuant to Section 310-318, inclusive, of the Trust
Indenture Act of 1939.



              Trust Indenture Act                        Sections of Indenture
              -------------------                        ---------------------
                                                      
310(a)(1)(2).....................................            6.9
   (3)(4)........................................            Inapplicable
   (5)...........................................            6.9
310(b)..  .......................................            6.8 and 6.10
   (b)(1)(A)(C)..................................            Inapplicable
310(c)...........................................            Inapplicable
311(a)(b)........................................            6.13
   (c)...........................................            Inapplicable
312(a)...........................................            7.1 and 7.2
   (b)(c)........................................            7.2
313(a)(1)(2)(3)(4)(5)(7).........................            7.3
   (6)...........................................            Inapplicable
   (b)(1)........................................            Inapplicable
      (2)........................................            7.3
   (c)(d)........................................            7.3
314(a)...........................................            7.4
   (b)...........................................            Inapplicable
   (c)(1)(2).....................................            1.2
      (3)........................................            Inapplicable
   (d)...........................................            Inapplicable
   (e)...........................................            1.2
315(a)(c)(d).....................................            6.1
   (b)...........................................            6.2
   (e)...........................................            5.14
316(a)(1) .......................................            5.12 and 5.13
      (2)........................................            Inapplicable
   (b)...........................................            5.8
   (c)...........................................            1.4
317(a)... .......................................            5.3 and 5.4
   (b)...........................................            10.3
318(a)(c)........................................            1.5
   (b)...........................................            Inapplicable


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

*    The Cross Reference Sheet is not part of the Indenture.



                               TABLE OF CONTENTS*



                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................        1

         SECTION 1.1       Certain Terms Defined........................................................        1
         SECTION 1.2       Compliance Certificates and Opinions.........................................        8
         SECTION 1.3       Form of Documents Delivered to Trustee.......................................        9
         SECTION 1.4       Acts of Holders..............................................................        9
         SECTION 1.5       Conflict with Trust Indenture Act............................................       10
         SECTION 1.6       Effect of Headings and Table of Contents.....................................       10
         SECTION 1.7       Separability Clause..........................................................       11
         SECTION 1.8       Benefits of Indenture........................................................       11
         SECTION 1.9       Legal Holidays...............................................................       11

ARTICLE 2 SECURITY FORMS................................................................................       11

         SECTION 2.1       Forms Generally..............................................................       11
         SECTION 2.2       Form of Face of Security.....................................................       12
         SECTION 2.3       Form of Reverse of Security..................................................       13
         SECTION 2.4       Form of Trustee's Certificate of Authentication..............................       18
         SECTION 2.5       Securities Issuable in the Form of a Global Security.........................       18

ARTICLE 3 THE SECURITIES................................................................................       20

         SECTION 3.1       Amount Unlimited; Issuable in Series.........................................       20
         SECTION 3.2       Denominations................................................................       22
         SECTION 3.3       Execution, Authentication, Delivery and Dating...............................       22
         SECTION 3.4       Temporary Securities.........................................................       24
         SECTION 3.5       Registration; Registration of Transfer and Exchange..........................       24
         SECTION 3.6       Mutilated, Destroyed, Lost or Stolen Securities..............................       25
         SECTION 3.7       Payment of Interest; Interest Rights Preserved...............................       26
         SECTION 3.8       Persons Deemed Owners........................................................       27
         SECTION 3.9       Cancellation.................................................................       27
         SECTION 3.10      Computation of Interest......................................................       28

ARTICLE 4 SATISFACTION AND DISCHARGE....................................................................       28

         SECTION 4.1       Satisfaction and Discharge of Indenture......................................       28
         SECTION 4.2       Application of Trust Money...................................................       29
         SECTION 4.3       Repayment of Moneys Held by Paying Agent.....................................       29
         SECTION 4.4       Repayment of Moneys Held by Trustee..........................................       29


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

*    The table of contents, comprising pages i to iv, is not part of this
     Indenture.

                                       i





                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE 5 REMEDIES......................................................................................       30

         SECTION 5.1       Events of Default............................................................       30
         SECTION 5.2       Acceleration of Maturity; Rescission and Annulment...........................       32
         SECTION 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee..............       33
         SECTION 5.4       Trustee May File Proofs of Claim.............................................       33
         SECTION 5.5       Trustee May Enforce Claims Without Possession of Securities..................       34
         SECTION 5.6       Application of Money Collected...............................................       34
         SECTION 5.7       Limitation on Suits..........................................................       35
         SECTION 5.8       Unconditional Right of Holders to Receive Principal, Premium and Interest....       35
         SECTION 5.9       Restoration of Rights and Remedies...........................................       36
         SECTION 5.10      Rights and Remedies Cumulative...............................................       36
         SECTION 5.11      Delay or Omission Not Waiver.................................................       36
         SECTION 5.12      Control by Holders...........................................................       36
         SECTION 5.13      Waiver of Past Defaults......................................................       37
         SECTION 5.14      Undertaking for Costs........................................................       37
         SECTION 5.15      Waiver of Stay or Extension Laws.............................................       37

ARTICLE 6 THE TRUSTEE...................................................................................       38

         SECTION 6.1       Certain Duties and Responsibilities..........................................       38
         SECTION 6.2       Notice of Defaults...........................................................       39
         SECTION 6.3       Certain Rights of Trustee....................................................       39
         SECTION 6.4       Trustee Not Responsible for Recitals in Indenture or in Securities...........       40
         SECTION 6.5       May Hold Securities..........................................................       40
         SECTION 6.6       Money Held in Trust..........................................................       41
         SECTION 6.7       Compensation and Reimbursement...............................................       41
         SECTION 6.8       Disqualification; Conflicting Interest.......................................       41
         SECTION 6.9       Corporate Trustee Required; Eligibility......................................       41
         SECTION 6.10      Resignation and Removal; Appointment of Successor............................       42
         SECTION 6.11      Acceptance of Appointment by Successor.......................................       43
         SECTION 6.12      Merger, Conversion, Consolidation or Succession to Business..................       44
         SECTION 6.13      Preferential Collection of Claims Against Company............................       45

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................       45

         SECTION 7.1       Company to Furnish Trustee Information as to Names and Addresses of Holders..       45
         SECTION 7.2       Preservation of Information; Communications to Holders.......................       45
         SECTION 7.3       Reports by Trustee...........................................................       47
         SECTION 7.4       Reports by Company...........................................................       47


                                       ii




                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE 8 CONSOLIDATION, MERGER, SALE OR CONVEYANCE.....................................................       48

         SECTION 8.1       Consolidations and Mergers of Company Permitted Subject to
                           Certain Conditions...........................................................       48
         SECTION 8.2       Rights and Duties of Successor Corporation...................................       48

ARTICLE 9 SUPPLEMENTAL INDENTURES.......................................................................       49

         SECTION 9.1       Supplemental Indentures Without Consent of Holders...........................       49
         SECTION 9.2       Supplemental Indentures with Consent of Holders..............................       50
         SECTION 9.3       Execution of Supplemental Indentures.........................................       51
         SECTION 9.4       Effect of Supplemental Indentures............................................       51
         SECTION 9.5       Reference in Securities to Supplemental Indentures...........................       52

ARTICLE 10 PARTICULAR COVENANTS OF THE COMPANY..........................................................       52

         SECTION 10.1      Payment of Principal, Premium and Interest...................................       52
         SECTION 10.2      Maintenance of Office or Agency..............................................       52
         SECTION 10.3      Money for Securities Payments to Be Held in Trust............................       53
         SECTION 10.4      Statement by Officers as to Default..........................................       54
         SECTION 10.5      Additional Amounts...........................................................       54

ARTICLE 11 REDEMPTION OF SECURITIES.....................................................................       56

         SECTION 11.1      Applicability of Article.....................................................       56
         SECTION 11.2      Election to Redeem; Notice to Trustee........................................       56
         SECTION 11.3      Selection by Trustee of Securities to Be Redeemed............................       56
         SECTION 11.4      Notice of Redemption.........................................................       56
         SECTION 11.5      Deposit of Redemption Price..................................................       57
         SECTION 11.6      Securities Payable on Redemption Date........................................       57
         SECTION 11.7      Securities Redeemed in Part..................................................       57
         SECTION 11.8      Optional Redemption or Assumption of Securities under Certain Circumstances..       58

ARTICLE 12 REPAYMENT AT OPTION OF HOLDERS...............................................................       59

         SECTION 12.1      Applicability of Article.....................................................       59
         SECTION 12.2      Repayment of Securities......................................................       59
         SECTION 12.3      Exercise of Option...........................................................       59
         SECTION 12.4      When Securities Presented for Repayment Become Due and Payable...............       60
         SECTION 12.5      Securities Repaid in Part....................................................       60

ARTICLE 13 SINKING FUNDS................................................................................       60

         SECTION 13.1      Applicability of Article.....................................................       60
         SECTION 13.2      Satisfaction of Sinking Fund Payments with Securities........................       60
         SECTION 13.3      Redemption of Securities for Sinking Fund....................................       61


                                      iii





                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE 14 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES...................       61

         SECTION 14.1      Exemption from Individual Liability..........................................       61

ARTICLE 15 MISCELLANEOUS PROVISIONS.....................................................................       62

         SECTION 15.1      Successors and Assigns of Company Bound by Indenture.........................       62
         SECTION 15.2      Acts of Board, Committee or Officer of Successor Corporation Valid...........       62
         SECTION 15.3      Required Notices or Demands..................................................       62
         SECTION 15.4      INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE
                           LAWS OF THE STATE OF NEW YORK................................................       63
         SECTION 15.5      Indenture May Be Executed in Counterparts....................................       63


                                       iv



                  INDENTURE, dated as of the [ ] day of [     ], 2004, between
CARNIVAL PLC, a public limited company incorporated in England and Wales (the
"Company"), party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United
States of America (the "Trustee"), party of the second part.

                  WHEREAS, for its lawful corporate purposes, the Company deems
it necessary to issue its securities and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsubordinated debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

                  WHEREAS, all things necessary to constitute these presents a
valid indenture and agreement according to its terms have been done and
performed by the Company, and the execution of this Indenture has in all
respects been duly authorized by the Company, and the Company, in the exercise
of legal right and power in it vested, executes this Indenture.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Securities are made, executed, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of Securities by
the Holders thereof and of the sum of One Dollar to it duly paid by the Trustee
at the execution of these presents, the receipt whereof is hereby acknowledged,
the Company and the Trustee covenant and agree with each other, for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities or of series thereof, as follows:

                                    ARTICLE 1

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  Section 1.1 Certain Terms Defined. The terms defined in this
Section 1.1 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.1. All other terms used in this Indenture which are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act of
1933 (except as herein otherwise expressly provided or unless the context
otherwise 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 as originally executed.

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

                  Act. The term "Act," when used with respect to any Holder,
shall have the meaning specified in Section 1.4.



                  Additional Amounts. The term "Additional Amounts" shall have
the meaning specified in Section 10.5.

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

                  Authorized Newspaper. The term "Authorized Newspaper" shall
mean a newspaper printed in the English language and customarily published at
least once a day on each business day in each calendar week and of general
circulation in the Borough of Manhattan, the City and State of New York, whether
or not such newspaper is published on Saturdays, Sundays and legal holidays.

                  Bankruptcy Law. The term "Bankruptcy Law" shall have the
meaning specified in Section 5.1.

                  Board of Directors. The term "Board of Directors" or "Board,"
when used with reference to the Company, shall mean the Board of Directors of
the Company or any duly authorized committee of such Board.

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

                  Business Day. The term "business day", when used with respect
to any Place of Payment, shall mean any day other than a Saturday or a Sunday or
a day on which banking institutions in the Place of Payment are authorized or
obligated by law or regulation to close.

                  Capital Stock. The term "Capital Stock" shall mean, with
respect to any Person, any and all shares, partnership interests, trust units,
participations, rights in or other equivalents of, or interests in, the equity
of such Person, including each class of common stock and preferred stock, but
excluding any debt securities convertible into such equity.

                  Carnival Corporation. The term "Carnival Corporation" shall
mean Carnival Corporation, a corporation incorporated under the laws of the
Republic of Panama, and shall also include its successors and assigns.

                  Change. The term "Change" shall have the meaning specified in
Section 11.8.

                                       2



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

                  Company. The term "Company" shall mean Carnival plc, a public
limited company incorporated in England and Wales, and, subject to the
provisions of Article 8, shall also include its successors and assigns.

                  Company Request; Company Order. The term "Company Request" or
"Company Order" shall mean a written request or order signed in the name of the
Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief
Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its
President, any Executive Vice President, any Senior Vice President, any Vice
President, its Treasurer, any Assistant Treasurer, its Controller, any Assistant
Controller, its Secretary or any Assistant Secretary, and delivered to the
Trustee.

                  Consolidated Net Worth. The term "Consolidated Net Worth"
shall mean, at any time, the Net Worth of the Company, Carnival Corporation, and
their combined Subsidiaries on a consolidated basis determined in accordance
with GAAP.

                  Corporate Trust Office. The term "Corporate Trust Office" or
other similar term shall mean the principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office at the date of this Indenture is located at 60 Livingston Avenue,
EP-MN-WS3C, St. Paul, Minnesota 55107-2292.

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

                  Covered Taxes. The term "Covered Taxes" shall have the meaning
specified in Section 10.5.

                  Defaulted Interest. The term "Defaulted Interest" shall have
the meaning specified in Section 3.7.

                  Depositary. The term "Depositary" shall mean, with respect to
Securities of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository Trust Company,
another clearing agency or any successor registered under the Securities and
Exchange Act of 1934 or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.5 or 3.1.

                  Excluded Taxes. The term "Excluded Taxes" shall have the
meaning specified in Section 10.5.

                                       3



                  Event of Default. The term "Event of Default" shall have the
meaning specified in Section 5.1.

                  GAAP. The term "GAAP" shall mean generally accepted accounting
principles in the United States, as in effect from time to time.

                  Global Security. The term "Global Security" shall mean, with
respect to any series of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and pursuant to
a Company Order, which (i) shall be registered in the name of the Depositary or
its nominee and (ii) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series.

                  Holder. The term "Holder" shall mean a Person in whose name a
Security is registered in the Security Register.

                  Indenture. The term "Indenture" shall mean this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities established as contemplated by Section 3.1;
provided, however, that if at any time more than one Person is acting as Trustee
under this instrument, "Indenture" shall mean, with respect to any one or more
series of Securities for which one Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

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

                  Interest Payment Date. The term "Interest Payment Date," when
used with respect to any Security, shall mean the Stated Maturity of an
installment of interest on such Security.

                  Mandatory Sinking Fund Payment. The term "Mandatory Sinking
Fund Payment" shall have the meaning specified in Section 13.1.

                  Maturity. The term "Maturity," when used with respect to any
Security, shall mean the date on which the principal of such Security or an
installment of principal

                                       4



becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  Net Worth. The term "Net Worth" shall mean, at any time with
respect to the Company, Carnival Corporation or any of their respective
Subsidiaries, the net worth of the Company, Carnival Corporation or any such
respective Subsidiary, as the case may be, determined in accordance with GAAP.

                  Officer's Certificate. The term "Officer's Certificate" shall
mean a certificate signed by the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Controller, any Assistant Controller, the Secretary or any Assistant Secretary,
of the Company, and delivered to the Trustee. Each such certificate shall
include (except as otherwise provided in this Indenture) the statements provided
for in Section 1.2, if and to the extent required by the provisions thereof.

                  Opinion of Counsel. The term "Opinion of Counsel" shall mean
one or more opinions in writing signed by legal counsel, each of whom may be an
employee of or of counsel to the Company, and delivered to the Trustee. Each
such opinion shall include the statements provided for in Section 1.2, if and to
the extent required by the provisions thereof.

                  Optional Sinking Fund Payment. The term "Optional Sinking Fund
Payment" shall have the meaning specified in Section 13.1.

                  Original Issue Discount Security. The term "Original Issue
Discount Security" shall mean any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

                  (ii)     Securities or portions thereof for whose payment,
redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities or portions thereof are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

                                       5



                  (iii)    Securities which have been paid pursuant to Section
3.6 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, (i)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 5.2, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.1 on the date of original issuance of such Security, the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor on the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding for the purposes of such determination, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee 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 so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor on the Securities or any Affiliate of the Company or of such other
obligor.

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

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

                  Place of Payment. The term "Place of Payment," when used with
respect to the Securities of any series, shall mean the place or places where
the principal of (and premium, if any, on) and interest on the Securities of
that series are payable as specified as contemplated by Section 3.1.

                  Predecessor Security. The term "Predecessor Security" of any
particular Security shall mean every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

                                       6



                  Redemption Date. The term "Redemption Date" shall mean, when
used with respect to any Security to be redeemed, in whole or in part, the date
fixed for such redemption by or pursuant to this Indenture.

                  Redemption Price. The term "Redemption Price" shall mean, when
used with respect to any Security to be redeemed, the price at which it is to be
redeemed by or pursuant to this Indenture.

                  Regular Record Date. The term "Regular Record Date" for the
interest payable on any Interest Payment Date on the Securities of any series
shall mean the date specified for that purpose as contemplated by Section 3.1.

                  Repayment Date. The term "Repayment Date" shall mean, when
used with respect to any Security to be repaid at the option of the Holder, the
date fixed for such repayment by or pursuant to this Indenture.

                  Repayment Price. The term "Repayment Price" shall mean, when
used with respect to any Security to be repaid at the option of the Holder, the
price at which it is to be repaid by or pursuant to this Indenture.

                  Responsible Officer. The term "responsible officer" when used
with respect to the Trustee shall mean the Chairman or Vice Chairman of the
Board of Directors, the Chairman or Vice Chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, any Second Vice
President, the Cashier, the Secretary, any Assistant Secretary, the Treasurer,
any Assistant Treasurer, any Corporate Trust Officer, any Assistant Trust
Officer, 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 because of his knowledge of and familiarity with the particular
subject.

                  Securities. The term "Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the series as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

                  Security Register; Security Registrar. The terms "Security
Register" and "Security Registrar" shall have the respective meanings set forth
in Section 3.5.

                  Significant Subsidiary. The term "Significant Subsidiary"
shall mean any Subsidiary of the Company or Carnival Corporation, the Net Worth
of which represents more than 10% of the Consolidated Net Worth.

                                       7



                  Special Record Date. The term "Special Record Date" for the
payment of any Defaulted Interest shall mean a date fixed by the Trustee
pursuant to Section 3.7.

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

                  Subsidiary. The term "Subsidiary" means, with respect to any
Person, (i) a corporation, a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is, at the date of
determination, directly or indirectly owned by such Person, by one or
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, (ii) a partnership in which such Person or a Subsidiary of such
Person holds a majority interest in the equity capital or profits of such
partnership or (iii) any other Person (other than a corporation or a
partnership) in which such Person, a Subsidiary of such Person or such Person
and one or more Subsidiaries of such Person, directly or indirectly, at the date
of determination, has (x) at least a majority equity ownership interest or (y)
the power to elect or direct the election of a majority of directors or other
governing body of such other Person.

                  Trustee. The term "Trustee" shall mean U.S. Bank National
Association, a national banking association organized under the laws of the
United States of America, and, subject to the provisions of Article 6, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting as Trustee hereunder, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

                  Trust Indenture Act. The term "Trust Indenture Act" (except as
herein otherwise expressly provided) shall mean the Trust Indenture Act of 1939.

                  Section 1.2 Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 7.4(b)) shall include:

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

                                       8



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

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

                  (4)      a statement as to whether or not, in the opinion of
each such individual, such condition or covenant has been complied with.

                  Section 1.3 Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

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

                  Section 1.4 Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of

                                       9



this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 1.4.

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

                  (c)      The Company may, in the circumstances permitted by
the Trust Indenture Act, fix any date as the record date for the purpose of
determining the Holders of Securities of any series 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 Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any person
with 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 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders of Securities of such
series on such date (or their duly designated proxies) shall be entitled to give
or take, or vote on, the relevant action.

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

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

                  Section 1.5 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed either to apply
to this Indenture so modified or to be excluded, as the case may be.

                  Section 1.6 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.

                                       10



                  Section 1.7 Separability Clause. In case any provision in this
Indenture or in any Security shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 1.8 Benefits of Indenture. Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                  Section 1.9 Legal Holidays. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

                                   ARTICLE 2

                                 SECURITY FORMS

                  Section 2.1 Forms Generally. The Securities of each series
shall be in substantially the form set forth in this Article, or in such other
form or forms as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officer executing such Securities,
as evidenced by their execution of the Securities. If the form or forms of
Securities of any series are established by action taken by or pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

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

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

                                       11



                  Section 2.2 Form of Face of Security. [Insert any legend
required by the Internal Revenue Code and the regulations thereunder.]

                                  CARNIVAL PLC

$                                                                            No.

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

                  [If the Security is not to bear interest prior to Maturity,
insert --. The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption,
upon repayment at the option of the Holder or at Stated Maturity and in such
case the overdue principal of this Security shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of

                                       12



such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

                  Payment of the principal of (and premium, if any, on) and [If
applicable, insert -- any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in either the City
of ____________, the State of ____________, or at the Corporate Trust Office, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [If applicable, insert
- --; provided, however, that at the option of the Company payment of interest may
be made either by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account designated in writing by such Person].

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

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

                  IN WITNESS WHEREOF, Carnival plc has caused this instrument to
be signed by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its Chief Operating Officer, its Chief Financial
Officer, its President, one of its Executive Vice Presidents, one of its Senior
Vice Presidents, one of its Vice Presidents, its Treasurer, one of its Assistant
Treasurers, its Controller, one of its Assistant Controller, its Secretary or
one of its Assistant Secretaries, manually or in facsimile.

Dated:

                                               CARNIVAL PLC

                                               By ______________________________

                  Section 2.3 Form of Reverse of Security. This Security is one
of a duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of _____________ (herein called the "Indenture"), between the Company
and [Insert name of Trustee], as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture with respect to the
series of which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to

                                       13



be, authenticated and delivered. This Security is one of the series designated
on the face hereof [, limited in aggregate principal amount to $_________].

                  The Company will pay to the Holders such Additional Amounts in
respect of Covered Taxes as may become payable under Section 10.5 of the
Indenture.

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



                 Redemption                           Redemption
Year                Price              Year              Price
- ----             ----------            ----           ----------
                                             


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

                  The Securities will also be subject to redemption as a whole,
but not in part, at the option of the Company at any time at 100% of the
principal amount, together with accrued interest thereon to the Redemption Date,
in the event the Company has become or would become obligated to pay, on the
next date on which any amount would be payable with respect to the Securities,
any Additional Amounts as a result of certain changes affecting Covered Taxes
which are specified in the Indenture.

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

                                       14





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


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

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

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

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

                  [If applicable, insert -- The Securities of this series are
subject to repayment in whole [or in part] [but not in part], in integral
multiples of $_________, on _________ [and ___________] at the option of the
Holder hereof at a Repayment Price equal to ____% of the principal amount
thereof [to be repaid], together with interest thereon accrued to the Repayment
Date, all as provided in the Indenture [; provided, however, that the principal
amount of this Security may not be repaid in part if, following such repayment,
the unpaid principal amount of this Security would be less than [$_________]
[the minimum authorized denomination for Securities of this series]]. To be
repaid at the option of the Holder, this Security, with the "Option to Elect
Repayment" form duly completed by the Holder hereof,

                                       15



must be received by the Company at its office or agency maintained for that
purpose in either the City of ____________, the State of __________, or the
Corporate Trust Office, not earlier than 30 days nor later than 15 days prior to
the Repayment Date. Exercise of such option by the Holder of this Security shall
be irrevocable unless waived by the Company.]

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

                  [If the Security is an Original Issue Discount Security -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all Outstanding 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 or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

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

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

                                       16



tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

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

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

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

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

[If applicable, insert --

                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security [(or the portion thereof specified below)],
pursuant to its terms, on the "Repayment Date" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
____% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

________________________________________________________________________________

________________________________________________________________________________
(Please Print or Type Name and Address of the Undersigned.)

                  For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed must be received not
earlier than 30 days prior to the Repayment Date and not later than 15 days
prior to the Repayment Date by the Company at its office or agency either in the
City of ____________, the State of _____________, or the Corporate Trust Office.

                  [If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $    or an
integral multiple thereof) which is to be repaid: $    . The principal amount of
this Security may not be repaid in part

                                       17



if, following such repayment, the unpaid principal amount of this Security would
be less than [$      [the minimum authorized denomination for Securities of this
series].]

                  [If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount: ($ or any integral multiple of $     ): $.]

Dated:

                                                  ______________________________
                                                  Note: The signature to this
                                                  Option to Elect Repayment
                                                  must correspond with the
                                                  name as written upon the
                                                  face of the within Security
                                                  in every particular without
                                                  alterations or enlargement
                                                  or any change whatsoever.

                  Section 2.4 Form of Trustee's Certificate of Authentication.
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

                                                  _____________________________,
                                                                      As Trustee

                                                  By ___________________________
                                                         Authorized Officer

                  Section 2.5 Securities Issuable in the Form of a Global
Security.

                  (a) If the Company shall establish pursuant to Section 3.1
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 3.3 and the Company Order delivered to the Trustee thereunder,
authenticate and deliver, a Global Security which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, all of
the Outstanding Securities of such series, (ii) shall be registered in the name
of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE

                                       18



INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."

                  (b)      Notwithstanding any other provision of this Section
2.5 or of Section 3.5, but subject to the provisions of paragraph (c) below, the
Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 3.5, only to another nominee of the Depositary
for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c)      If at any time (i) the Depositary for a series of
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series, (ii) the Depositary for such series shall no longer
be registered or in good standing under the Securities Exchange Act of 1934, or
other applicable statute or regulation and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition or (iii) an Event of Default with
respect to such series shall have occurred and be continuing, as the case may
be, this Section 2.5 shall no longer be applicable to the Securities of such
series and the Company will execute, and the Trustee will authenticate and
deliver Securities of such series in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.5 shall no longer apply to the Securities
of such series. In such event the Company will execute and the Trustee, upon
receipt of an Officer's Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.5(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered, but without any liability on
the part of the Company or the Trustee for the accuracy of the Depositary's
instructions.

                                       19



                                    ARTICLE 3

                                 THE SECURITIES

                  Section 3.1 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is not limited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and set forth in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following as applicable:

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

                           (2)      the limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and
except for any Securities which, pursuant to Section 3.3, are deemed never to
have been authenticated and delivered hereunder), including any provision for
the future offering of additional Securities of such series;

                           (3)      the percentage of their principal amount at
which they will be offered;

                           (4)      the date or dates on which the principal of
the Securities of the series is payable or the manner in which such dates are
determined;

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

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

                           (7)      the obligation or option, 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;

                           (8)      the terms and conditions for any extension
of such series of Securities;

                           (9)      the period or periods, if any, within which
the price or prices at which and the terms and conditions upon which Securities
of the series may be

                                       20



redeemed, purchased or repaid, in whole or in part, at the option or obligation
of the Company;

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

                           (11)     if other than the Trustee, the identity of
the Security Registrar and/or Paying Agent;

                           (12)     if other than the principal amount thereof,
the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2;

                           (13)     if other than such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public or private debts, the coin or currency or currency unit in which
payment of the principal of (and premium, if any) or interest on, the Securities
of the series shall be payable;

                           (14)     if the amount of payment of principal of
(and premium, if any) or interest on the Securities of the series may be
determined with reference to an index, formula or other method based on a coin
currency or currency unit other than that in which the Securities are stated to
be payable, the manner in which such amounts shall be determined;

                           (15)     if the principal of (and premium, if any) or
interest on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a coin or currency or currency unit other
than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

                           (16)     any events of default for such series of
Securities, if different than the Events of Default set forth in Section 5.1
hereof;

                           (17)     the terms and conditions, if any, under
which such series of Securities may be converted into or exchanged for other
securities;

                           (18)     provisions relating to defeasance, if
applicable, and discharge of such series of Securities;

                           (19)     whether the Securities of the series are
issuable as a Global Security and, in such case, the identity of the Depositary
for such series; and

                           (20)     any other terms, conditions, rights and
preferences (or limitations on such rights and preferences) relating to the
series (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 and except as may otherwise be provided in
or pursuant to such Board

                                       21



Resolution and set forth in such Officer's Certificate or in any indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise provided, a series may be reopened for
issuances of additional Securities of such series.

                  If any of the terms of the series are established by action
taken as provided in or pursuant to a Board Resolution, such Board Resolution
and the Officer's Certificate setting forth the terms of the series shall be
delivered to the Trustee at or prior to the delivery of the Company Order for
authentication and delivery of Securities of such series.

                  Section 3.2 Denominations. The Securities of each series shall
be issuable in definitive registered form without coupons and, except for any
Global Security, in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a Global
Security, shall be issuable in denominations of $1,000 and any integral multiple
thereof.

                  Section 3.3 Execution, Authentication, Delivery and Dating.
The Securities shall be signed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its Chief
Operating Officer, its Chief Financial Officer, its President, one of its
Executive Vice Presidents, one of its Senior Vice Presidents, one of its Vice
Presidents, the Treasurer, one of its Assistant Treasurers, the Controller, one
of its Assistant Controllers, the Secretary or one of its Assistant Secretaries,
manually or in facsimile. Such signature upon the Securities may be of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

                  Securities bearing the manual or facsimile signatures of an
individual who was at the time such individual signed such Securities the proper
officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of such
Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If not all the Securities of any series are to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, maturity date, date of issuance
and date from which interest shall accrue. 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, an Opinion of Counsel
stating:

                                       22



                  (a)      that the form or forms and terms of such Securities
have been established in conformity with the provisions of this Indenture; and

                  (b)      that all conditions precedent of the Indenture to the
authentication and delivery of such Securities have been complied with and that
such Securities, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with its terms, except that enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law) and to such other qualifications as such
counsel shall conclude do not materially affect the rights of Holders of such
Securities.

                  Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if not all the Securities of any series are to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel at the time
of issuance of each Security, but such opinion with appropriate modifications
shall be delivered at or before the time of issuance of the first Security of
such series.

                  If the Company shall establish pursuant to Section 3.1 that
the Securities of a series are to be issued in whole or in part in the form of
one or more global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

                  The Trustee shall not be required to authenticate and deliver
any such Securities if the Trustee, being advised by counsel, determines that
such action (i) may not lawfully be taken or (ii) would expose the Trustee to
personal liability to existing Holders of Securities.

                  Each Security shall be dated the date of its authentication.

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

                                       23



                  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 3.9 together with a written statement (which need not comply
with Section 1.02 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 not be entitled to the benefits
of this Indenture.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the authenticating agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor authenticating agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor authenticating agent had itself
authenticated such Securities.

                  Section 3.4 Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

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

                  Section 3.5 Registration; Registration of Transfer and
Exchange. The Company shall cause to be kept at the office or agency of the
Company maintained pursuant to Section 10.2 a register (the register maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall, subject to the provisions of Section 2.5, provide for the
registration of Securities and transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

                                       24



                  Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any definitive Security of any series at the office
or agency in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new definitive Securities of the same
series of any authorized denominations and of a like aggregate principal amount.

                  Subject to the provisions of Section 2.5, at the option of the
Holder, definitive Securities of any series may be exchanged for other
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, upon surrender of the definitive Securities
to be exchanged at such office or agency. Whenever any definitive Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the definitive Securities which the Holder making the
exchange is entitled to receive.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  The Company shall not be required (i) to issue or register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 11.3 and ending at the close of
business on the day of the mailing of notice of redemption, (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to issue or register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

                  Section 3.6 Mutilated, Destroyed, Lost or Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, or, in case any such
mutilated Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security.

                                       25



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

                  Upon the issuance of any new Security under this Section, 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.

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

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

                  Section 3.7 Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 10.2;
provided, however, that each installment of interest on any Security may at the
Company's option be paid by mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 3.8,
to the address of such Person as it appears on the Security Register.

                  Any interest on any Security of any series which is payable
but is not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                           (1)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for

                                       26



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 on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).

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

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

                  Section 3.8 Persons Deemed Owners. Prior to due presentment of
a Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any, on) and (subject to Section 3.7) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

                  Section 3.9 Cancellation. All Securities surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The

                                       27



Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be destroyed by it and the Trustee shall deliver its
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

                  Section 3.10 Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  Section 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration or transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

                           (1)      either

                                    (A)      all Securities theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6 and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
10.3) have been delivered to the Trustee for cancellation; or

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

                                             (i)      have become due and
payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for

                                       28



cancellation, for principal (and premium, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

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

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

In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive.

                  Section 4.2 Application of Trust Money. Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                  Section 4.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture all moneys then
held by any Paying Agent (other than the Trustee, if the Trustee be a Paying
Agent) under the provisions of this Indenture shall, upon 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 4.4 Repayment of Moneys Held by Trustee. Any moneys
deposited with the Trustee or any Paying Agent for the payment of the principal
of (or premium, if any, on) or interest on any Security of any series and not
applied but remaining unclaimed by the Holders for two years after the date upon
which the principal of (or premium, if any, on) or interest on such Security
shall have become due and payable, shall be repaid to the Company by the Trustee
or such Paying Agent on demand;

                                       29



and the Holder of any of the Securities entitled to receive such payment shall
thereafter look only to the Company for the payment thereof and all liability of
the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be mailed to each such Holder or published once a week for two successive weeks
(in each case on any day of the week) in an Authorized Newspaper, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company. It shall not be necessary for more than one such publication to be
made in the same newspaper.

                                    ARTICLE 5

                                    REMEDIES

                  Section 5.1 Events of Default. "Event of Default," wherever
used herein with respect to Securities of any series, shall mean any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

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

                           (3)      default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series, and
continuance of such default for five business days; or

                           (4)      default in the performance, or breach, of
any covenant or warranty of the Company in this Indenture (other than a covenant
or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                           (5)      a default under any bond, debenture, note or
other evidence of indebtedness for money borrowed by the Company, Carnival
Corporation or any of their respective Significant Subsidiaries or under any
mortgage, indenture or instrument under

                                       30



which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company, Carnival Corporation or any of
their respective Subsidiaries whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay the
principal of indebtedness in excess of $50,000,000 principal amount, which
default shall constitute a failure to pay any portion of the principal of or
interest on such indebtedness when due and payable after the expiration of any
applicable grace or cure period with respect thereto or shall have resulted in
such indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such
indebtedness having been discharged, or such acceleration having been rescinded
or annulled, within a period of 30 days after there shall have been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
all of the Outstanding Securities of such series a written notice specifying
such default and requiring the Company to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder; provided, however, that,
subject to the provisions of Sections 6.1 and 6.2, the Trustee shall not be
deemed to have knowledge of such default unless either (A) a Responsible Officer
of the Trustee shall have actual knowledge of such default or (B) the Trustee
shall have received written notice thereof from the Company, from any Holder,
from the holder of any such indebtedness or from the trustee under any such
mortgage, indenture or other instrument; or

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

                           (7)      the commencement by the Company, Carnival
Corporation or any of their respective Significant Subsidiaries of a voluntary
case or proceeding under any applicable Bankruptcy Law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by either
the Company, Carnival Corporation or any of their respective Significant
Subsidiaries to the entry of a decree or order for relief in respect of the
Company, Carnival Corporation or any of their respective Significant
Subsidiaries in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or
proceeding against any of the Company, Carnival Corporation or any of their
respective Significant Subsidiaries, or the

                                       31



filing by the Company, Carnival Corporation or any of their respective
Significant Subsidiaries of a petition or answer or consent seeking
reorganization or relief under any applicable Federal, State or foreign law, or
the consent by the Company, Carnival Corporation or any of their respective
Significant Subsidiaries to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company, Carnival Corporation or any of
their respective Significant Subsidiaries or of any substantial part of their
respective properties, or the making by any of the Company, Carnival Corporation
or any of their respective Significant Subsidiaries of an assignment for the
benefit of creditors, or the admission by any of the Company, Carnival
Corporation or any of their respective Significant Subsidiaries in writing of an
inability to pay the debts of any of the Company, Carnival Corporation or any of
their respective Significant Subsidiaries generally as they become due or the
taking of corporate action by the Company, Carnival Corporation or any of their
respective Significant Subsidiaries in furtherance of any such action; or

                           (8)      any other Event of Default provided with
respect to Securities of that series.

                  Section 5.2 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                                    (A)      all overdue interest on all
Securities of that series,

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

                                    (C)      to the extent that payment of such
interest is enforceable under applicable law, interest upon overdue interest to
the date of such payment

                                       32



or deposit at the rate or rates prescribed therefor in such Securities or, if no
such rate or rates are so prescribed, at the rate borne by the Securities during
the period of such default, and

                                    (D)      all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;

                  and

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

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

                  Section 5.3 Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any Security of any
series, as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (2) in case default shall be
made in the payment of the principal of (and premium, if any, on) any Security
of any series on its Maturity and such default shall have continued for a period
of five business days -- then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the Holders of such Securities of such
series, the whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue 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 during the period of such
default; and, in addition thereto, such further 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 except as a result of its negligence or bad faith.

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

                  Section 5.4 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee, irrespective of whether the principal of the Securities shall

                                       33



then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest, shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                           (i)      to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Securities 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 the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding; and

                           (ii)     to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  Section 5.5 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  Section 5.6 Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 6.7;

                                       34



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

                  THIRD: To the payment of the remainder, if any, to the
Company, its successors or assigns or to whosoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct.

                  SECTION 5.7 Limitation on Suits. No Holder of any Security of
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

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

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

                           (3)      such Holder or Holders shall have offered to
the Trustee reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred in compliance with such request;

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

                           (5)      no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.12 during
such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;

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

                  Section 5.8 Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any,
on) and (subject to Section 3.7) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption
or repayment at the option of the Holder, on the Redemption Date

                                       35



or Repayment Date, as the case may be) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

                  Section 5.9 Restoration of Rights and Remedies. If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  Section 5.10 Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The 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.

                  Section 5.11 Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                  Section 5.12 Control by Holders. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series;
provided, however, that

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

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

                           (3)      such direction is not unduly prejudicial to
the rights of Holders not taking part in such direction, and

                           (4)      such direction would not involve the Trustee
in personal liability, as the Trustee, upon being advised by counsel, shall
reasonably determine.

                                       36



                  Section 5.13 Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
any series may on behalf of the holders of all the Securities of such series
waive any past default hereunder with respect to such series and its
consequences, except a default

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

                           (2)      in respect of a covenant or provision hereof
which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, and the Company, the Trustee and Holders 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.

                  Section 5.14 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, 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 Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any, on)
or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

                  Section 5.15 Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                       37



                                    ARTICLE 6

                                   THE TRUSTEE

                  Section 6.1 Certain Duties and Responsibilities.

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

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

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

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

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

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

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

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

                           (4)      no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any personal
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or

                                       38




powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

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

                  Section 6.2 Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any, on) or interest on any Security
of such series or in the payment of any sinking fund installment with respect to
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 and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default (not including periods of grace, if any)
with respect to Securities of such series.

                  Section 6.3 Certain Rights of Trustee. Subject to the
provisions of Section 6.1:

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

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

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

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

                                       39



                  (e)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                  (f)      except during the continuance of an Event 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, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit; and

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

                  (h)      except with respect to Section 10.1, the Trustee
shall have no duty to inquire as to the performance of the Company with respect
to covenants contained in Article 10. In addition, the Trustee shall not be
deemed to have knowledge of an Event of Default except (i) any Default or Event
of Default occurring pursuant to Sections 10.1, 5.1(1) or 5.1(2) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

                  (i)      Delivery of reports, information and documents to the
Trustee under Section 7.4 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on an
Officer's Certificate).

                  Section 6.4 Trustee Not Responsible for Recitals in Indenture
or in Securities. The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

                  Section 6.5 May Hold Securities. The Trustee, any Paying
Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and

                                       40



6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Security Registrar or such other agent.

                  Section 6.6 Money Held in Trust. Subject to the provisions of
Section 4.4, 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
law. The Trustee shall pay such interest on any moneys received by it hereunder
as it may agree with the Company to pay thereon. So long as no Event of Default
shall have occurred and be continuing, all interest allowed on any such moneys
shall be paid from time to time upon the receipt of a Company Order with respect
thereto.

                  Section 6.7 Compensation and Reimbursement. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents, attorneys and counsel and of all 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
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

                  Section 6.8 Disqualification; Conflicting Interest . The
Trustee shall be disqualified only where such disqualification is required by
Section 310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee
from filing with the Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.

                  Section 6.9 Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia or a corporation or other person permitted
to act as Trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$5,000,000, and 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 said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. No

                                       41



obligor upon the Securities or Person directly or indirectly controlled by, or
under common control with such obligor shall serve as Trustee hereunder. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in Section 6.10.

                  Section 6.10 Resignation and Removal; Appointment of
Successor.

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

                  (b)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company and by mailing notice thereof to the Holders of Securities of such one
or more series, as their names and addresses appear in the Security Register. If
the instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such one or more series or any Holder who has been a bona
fide holder of a Security or Securities of such one or more series for at least
six months may, subject to the provisions of Section 5.14, 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.

                  (c)      The Trustee may be removed and a successor Trustee
appointed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee so removed, to the successor Trustee and to the
Company.

                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with
Section 310(b) of the Trust Indenture Act after written request therefor by the
Company or by any Holder who has been a bona fide holder of a Security for at
least six months, or

                           (2)      the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request therefor by the
Company or by any such Holder, or

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

                                       42



then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, one copy
of which Board Resolution shall be delivered to the Trustee so removed and one
copy to the successor Trustee, or (ii) subject to Section 5.14, any Holder who
has been a bona fide holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

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

                  Section 6.11 Acceptance of Appointment by Successor.

                  (a)      In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges pursuant to Section 6.7, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

                                       43



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

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

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

                  (e)      Upon acceptance of appointment by a successor Trustee
as provided in this Section, the Company shall mail notice of the succession of
such Trustee hereunder to the Holders of the Securities of one or more or all
series, as the case may be, to which the appointment of such successor Trustee
relates as their names and addresses appear on the Security Register. If the
Company fails to mail such notice within 10 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. Any corporation into which the Trustee may be merged or converted
or with

                                       44



which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; and in
case at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor 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 or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities 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
Company. The Trustee shall comply with Section 311(a) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent indicated therein.

                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 7.1 Company to Furnish Trustee Information as to Names
and Addresses of Holders. The Company covenants and agrees that it will furnish
or cause to be furnished to the Trustee:

                  (a)      Semi-annually, not later than November 1 and May 1 in
each year, commencing May 1, [ ] a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of a date not
more than 15 days prior to the time such list is furnished (unless the Trustee
has such information); and

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

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

                  Section 7.2 Preservation of Information; Communications to
Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
Holders of Securities (1)

                                       45



contained in the most recent list furnished to it as provided in Section 7.1 and
(2) received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder.

                  The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon receipt of a new list so furnished.

                  (b)      In case three or more Holders of Securities of any
series (hereinafter called "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series 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 the same series or of all
series, as the case may be, with respect to their rights under this Indenture or
under the Securities of such series or of all series, as the case may be, and 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

                           (1)      afford such applicants access to the
information preserved at the time by the Trustee in accordance with the
provisions of Subsection (a) of this Section 7.2, or

                           (2)      inform such applicants as to the approximate
number of Holders of Securities of such series or of all series, 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
7.2, and as to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series or of all series,
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 7.2, 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
of all series, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said 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

                                       46



material to all such Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

                  (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 Security Registrar nor any Paying Agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with the provisions of
Subsection (b) of this Section 7.2, 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 said Subsection
(b).

                  Section  7.3 Reports by Trustee.

                  (a)      On or before July 15, [____] and on or before July 15
in every year thereafter, so long as required by the Trust Indenture Act, and so
long as any Securities are Outstanding hereunder, the Trustee shall transmit by
mail to all Holders of Securities of each series as provided in Section 313(c)
of the Trust Indenture Act, a brief report dated as of such reporting date, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.
The Trustee shall also comply with Section 313(b) of the Trust Indenture Act.

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

                  Section  7.4 Reports by Company. The Company shall:

                  (a)      file with the Trustee, 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 Commission may from time to time by
rules and regulations prescribe) which such Issuer 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 said Sections, then it shall 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 Exchange Act 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; and

                  (b)      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

                                       47



conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations.

                                    ARTICLE 8

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  Section 8.1 Consolidations and Mergers of Company Permitted
Subject to Certain Conditions. The Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any
Person to consolidate with or merge into the Company or convey, transfer or
lease its properties and assets substantially as an entirety to the Company,
unless:

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

                  (b)      immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and

                  (c)      the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

                  Section 8.2 Rights and Duties of Successor Corporation. Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                       48



                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  Section 9.1 Supplemental Indentures Without Consent of
Holders. The Company, when authorized by a Board Resolution, and the Trustee
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 as in force at the date of the execution thereof), without the
consent of any Holder of Securities, for one or more of the following purposes:

                           (1)      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 Eight hereof;

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

                           (3)      to add any additional Events of Default for
the benefit of the Holders of all or any series of Securities (and if such
Events of Default are to be for the benefit of less than all series of
Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of
any such additional Events of Default 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 default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those series of Securities to
which such additional Events of Default apply to waive such default;

                           (4)      to add to or change any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in coupon form, registrable or not registrable as to
principal, and to provide for exchangeability of such Securities with Securities
issued hereunder in fully registered form;

                           (5)      to change or eliminate any of the provisions
of this Indenture, provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision;

                           (6)      to secure any or all of the Securities;

                                       49



                           (7)      to establish the form or terms of Securities
of any series as permitted by Sections 2.1 and 3.1;

                           (8)      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 one Trustee, pursuant to the requirements
of Section 6.11(b);

                           (9)      to make any change that does not materially
adversely affect the interests of the Holders of Securities of any series then
Outstanding;

                           (10)     to add guarantees with respect to any or all
of the Securities;

                           (11)     to provide for uncertificated Securities in
addition to or in place of certificated Securities (provided that the
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such
that the uncertificated Securities are described in Section 163(f)(2)(B) of such
Code);

                           (12)     to cure any ambiguity, defect or
inconsistency, to correct or supplement any provision herein or in any
supplemental indenture which may be defective or inconsistent with any other
provision herein or in any supplemental indenture, or to make such other
provisions with respect to matters or questions arising under this Indenture,
provided, that, in the good faith opinion of the Board of Directors of the
Company, such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect; or

                           (13)     to comply with any requirement of the
Commission in connection with the qualification of the Indenture under the Trust
Indenture Act.

                  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 be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

                  Any supplemental indenture authorized by the provisions of
this Section 9.1 may be executed by the Company and the Trustee without the
consent of the Holders of any of the Outstanding Securities, notwithstanding any
of the provisions of Section 9.2.

                  Section 9.2 Supplemental Indentures with Consent of Holders.
With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may from time to time and
at any time enter into an indenture or

                                       50



indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act 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 Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of (or premium, if any,
on), or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon, or reduce the
amount of principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at the
option of the Holder, on or after the Redemption Date or Repayment Date, as the
case may be), without the consent of the Holder of each Outstanding Security so
affected, or (ii) reduce the aforesaid percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, without the consent of the Holders of all
the Outstanding Securities of such series.

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

                  Upon the request of the Company accompanied by a copy of a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture.

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

                  Section 9.3 Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  Section 9.4 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, 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

                                       51



Indenture of the Trustee, the Company and the Holders 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 9.5 Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE 10

                       PARTICULAR COVENANTS OF THE COMPANY

                  Section 10.1 Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of (and
premium, if any, on) and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. Each installment of
interest on any Security may at the Company's option be paid by mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 3.7, to the address of such Person as it appears on
the Security Register. At the option of the Company, all payments of principal
may be paid either by wire transfer of immediately available funds to an account
designated in writing by such Person or by official bank check to the registered
Holder of the Security or other person entitled thereto against surrender of
such Security.

                  Section 10.2 Maintenance of Office or Agency. The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange as in this Indenture provided and where notices and demands
to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give notice to the Trustee of the
location, and any change in the location, of each such office or agency. In case
the Company shall fail to maintain any such required office or agency or shall
fail to give notice of the location or of any change thereof, presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee. The Company hereby initially appoints the Trustee as its
office or agency for such purpose.

                  The Company may also from time to time designate one or more
other offices or agencies in any location where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from
time to time rescind

                                       52



such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligations to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

                  Section 10.3 Money for Securities Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (or premium, if any, on) or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (or premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided. The Company will promptly notify the Trustee of
any failure by the Company to take such action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the principal
of (or premium, if any, on) or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (or premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

                           (1)      hold all sums held by it for the payment of
the principal of (or premium, if any, on) or interest on Securities of that
series (whether such sums have been paid to it by the Company or by any other
obligor on the Securities) in trust for the benefit of the Persons entitled
thereto;

                           (2)      give the Trustee notice of any failure by
the Company (or any other obligor upon the Securities of that series) to make
any payment of principal of (or premium, if any, on) or interest on the
Securities of that series when the same shall be due and payable; and

                           (3)      at any time during the continuance of any
Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

                  Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining satisfaction and
discharge of this Indenture, or for any other reason, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were

                                       53



held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

                  Section 10.4 Statement by Officers as to Default. The Company
will deliver to the Trustee, on or before a date not more than 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officer's Certificate stating, as to each officer signing such certificate,
whether or not to the best of his knowledge the Company is in default in the
performance and observance of any of the terms, provisions and conditions
hereof, and, if the Company shall be in default, specifying all such defaults
and the nature thereof of which he may have knowledge.

                  Section 10.5 Additional Amounts. The Company hereby agrees
that any amounts to be paid by the Company with respect to each Security shall
be paid without deduction or withholding for any and all present and future
taxes, levies, imposts or other governmental charges whatsoever imposed,
assessed, levied or collected by or for the account of the United Kingdom (or by
or for the account of the jurisdiction of incorporation (other than the United
States) of a successor corporation to the Company pursuant to Section 8.1, to
the extent that such taxes first become applicable as a result of the successor
corporation becoming the obligor on the Debt Securities) or any political
subdivision or taxing authority thereof or therein ("Covered Taxes"). If
deduction or withholding of any Covered Taxes shall at any time be required by
the United Kingdom (or the jurisdiction of incorporation (other than the United
States) of a successor corporation to the Company pursuant to Section 8.1) or
any political subdivision or taxing authority thereof or therein, the Company
shall (subject to compliance by the Holder or beneficial owner of the Security
with any relevant administrative requirements) pay such additional amounts
("Additional Amounts") in respect of principal, premium, if any, interest, if
any, and sinking fund or analogous payments, if any, as may be necessary in
order that the net amount paid to the Holder of such Security or the Trustee
under this Indenture, as the case may be, after such deduction or withholding,
shall equal the respective amounts of principal, premium, if any, interest, if
any, and sinking fund or analogous payments, if any, as specified in the
Security to which such Holder or the Trustee is entitled; provided, however,
that the Company shall not be required to pay any Additional Amounts in respect
of: (i) any present or future Covered Taxes which would not have been so
imposed, assessed, levied or collected if the Holder or beneficial owner of such
Security did not have some present or former connection with the United Kingdom
(or the jurisdiction of incorporation of a successor corporation to the Company
pursuant to Section 8.1) or any political subdivision thereof (or of any such
jurisdiction of incorporation) other than holding or ownership of a Security, or
the collection of principal and interest, if any, on, or the enforcement of such
Security, which connection may include its domicile, residence or physical
presence in any such jurisdiction, or its conduct of a business or maintenance
of a permanent establishment therein, (ii) any present or future Covered Taxes
which would not have been so imposed, assessed, levied or collected but for the
fact that, where presentation is required, such Security was presented more than
thirty days after the date such payment became due or was provided for,
whichever is later, or (iii) any present or future Covered Taxes which would not
have been so imposed,

                                       54



assessed, levied or collected but for the failure to comply with any
certification, identification or other reporting requirements concerning the
nationality, residence, identity or connection with the United Kingdom (or the
jurisdiction of incorporation of a successor corporation to the Company pursuant
to Section 8.1) or any political subdivision thereof of the Holder or beneficial
owner of such Security, if compliance is required by statute or by rules or
regulations of any such jurisdiction as a condition to relief or exemption from
Covered Taxes. The provisions described in (i) through (iii) above are referred
to herein as "Excluded Taxes." The Company or any successor to the Company, as
the case may be, shall indemnify and hold harmless each Holder of the Securities
and upon written request reimburse each Holder for the amount of (i) any Covered
Taxes levied or imposed and paid by such Holder of the Securities (other than
Excluded Taxes) as a result of payments made with respect to the Securities,
(ii) any liability (including penalties, interest and expenses) arising from or
in connection with the levying or imposing of any Covered Taxes, and (iii) any
Covered Taxes with respect to payment of Additional Amounts or any reimbursement
pursuant to this sentence. The Company or any successor to the Company, as the
case may be, shall also (1) make such withholding or deduction, and (2) remit
the full amount deducted or withheld to the relevant authority in accordance
with applicable law. The Company or any successor to the Company, as the case
may be, shall furnish the Trustee within 30 days after the date the payment of
any Covered Taxes is due pursuant to applicable law, certified copies of tax
receipts evidencing such payment by the Company or any successor to the Company,
as the case may be, which the Trustee shall forward to the Holders of the
Securities.

                  At least 30 days prior to each date on which any payment under
or with respect to the Securities is due and payable, if the Company will be
obligated to pay Additional Amounts with respect to such payments, the Company
will deliver to the Trustee an Officer's Certificate stating the fact that such
Additional Amounts will be payable, stating the amounts so payable and setting
forth such other information as may be necessary to enable the Trustee to pay
such Additional Amounts to Holders of the Securities on the payment date.

                  Whenever in this Indenture or any Security there is mentioned,
in any context, the payment of the principal, premium, if any, or interest, or
sinking fund or analogous payment, if any, in respect of such Security or
overdue principal or overdue interest or overdue sinking fund or analogous
payment, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for herein to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention thereof in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable).

                  The obligations of the Company (and any successor corporation
to the Company pursuant to Section 8.1) under this Section 10.5 shall survive
the termination of this Indenture and the payment of all amounts under or with
respect to the Securities.

                                       55



                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

                  Section 11.1 Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) in accordance with this Article.

                  Section 11.2 Election to Redeem; Notice to Trustee. The right
of the Company to elect to redeem any Securities of any series shall be set
forth in the terms of such Securities of such series established in accordance
with Section 3.1. The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In the case of any redemption at the election
of the Company of less than all the Securities of any series, the Company shall,
at least 31 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 11.3. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer's Certificate evidencing compliance with such restriction.

                  Section 11.3 Selection by Trustee of Securities to Be
Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 30 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as may be
specified by the terms of such Securities or, if no such method is so specified,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount of
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of such Security not redeemed
to less than the minimum authorized denomination for Securities of that series.

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

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

                  Section 11.4 Notice of Redemption. Notice of redemption 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, to the Holders of the Securities to be
redeemed, by first-class

                                       56



mail, postage prepaid, mailed not less than 30 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

                  All notices of redemption shall state:

                           (1)      the Redemption Date,

                           (2)      the Redemption Price,

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

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

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

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

                  Section 11.5 Deposit of Redemption Price. On or before any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

                  Section 11.6 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.7.

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

                  SECTION 11.7 Securities Redeemed in Part. Any Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the

                                       57



Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                  Section 11.8 Optional Redemption or Assumption of Securities
under Certain Circumstances.

                  (a)      Unless otherwise specified with respect to the
Securities of any series, if as the result of any change in or any amendment to
the laws, including any regulations thereunder and any applicable double
taxation treaty or convention, of the United Kingdom (or the jurisdiction of
incorporation (other than the United States) of a successor corporation to the
Company pursuant to Section 8.1), or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in an application
or interpretation of such laws, including any applicable double taxation treaty
or convention, which change, amendment, application or interpretation ("Change")
becomes effective on or after the original issuance date of such series (or, if
such Change is imposed with respect to tax imposed with respect to payments from
the jurisdiction in which a successor corporation to the Company pursuant to
Section 8.1 is incorporated, such later date on which such successor corporation
becomes a successor corporation to the Company pursuant to Section 8.1), it is
determined by the Company based upon an opinion of independent counsel of
recognized standing that (i) the Company would be required to pay Additional
Amounts (as defined in Section 10.5 herein) in respect of principal, premium, if
any, interest, if any, or sinking fund or analogous payments, if any, on the
next succeeding date for the payment thereof, or (ii) any taxes would be imposed
(whether by way of deduction, withholding or otherwise) by the United Kingdom
(or the jurisdiction of incorporation (other than the United States) of a
successor corporation to the Company pursuant to Section 8.1) or by any
political subdivision or taxing authority thereof or therein, upon or with
respect to any principal, premium, if any, interest, if any, or sinking fund or
analogous payments, if any, then the Company may, at its option, on giving not
less than 30 nor more than 60 days' notice (which shall be irrevocable) redeem
such series of Securities in whole, but not in part, at any time (except in the
case of Securities of a series having a variable rate of interest, which may be
redeemed only on an Interest Payment Date) at a Redemption Price equal to 100
percent of the principal amount thereof plus accrued interest to the Redemption
Date (except in the case of outstanding Original Issue Discount Securities which
may be redeemed at the Redemption Price specified by the terms of each series of
such Securities); provided, however, that (i) no notice of redemption may be
given more than 90 days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts or such tax would be imposed, as the
case may be, and (ii) at the time that such notice of redemption is given, such
obligation to pay Additional Amounts or such tax, as the case may be, remains in
effect.

                                       58



                  (b)      Prior to any redemption of a series of Securities
pursuant to paragraph (a) above, the Company shall provide the Trustee with an
opinion of independent counsel of recognized standing which states that the
conditions precedent to the right of the Company to redeem such Securities
pursuant to this Section shall have occurred. Each such opinion of independent
counsel of recognized standing shall be based on the laws in effect on the date
of such opinion or to become effective on or before the next succeeding date of
payment of principal, premium, if any, interest, if any, and sinking fund or
analogous payments, if any. For purposes of this Section, all references to the
Company in this paragraph shall include any successor corporation thereto
pursuant to Section 8.1.

                                   ARTICLE 12

                         REPAYMENT AT OPTION OF HOLDERS

                  Section 12.1 Applicability of Article. Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof
shall be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

                  Section 12.2 Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest thereon
accrued to the Repayment Date specified in the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

                  Section 12.3 Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. To be repaid
at the option of the Holder, any Security so providing for such repayment, with
the "Option to Elect Repayment" form on the reverse of such Security duly
completed by the Holder, must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 30 days nor later than 15 days prior to the
Repayment Date. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of $1,000 unless otherwise specified
in the terms of such Security, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid must be
specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if,

                                       59



following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

                  Section 12.4 When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) interest on such Securities or the
portions thereof, as the case may be, shall cease to accrue.

                  Section 12.5 Securities Repaid in Part. Upon surrender of any
Security which is to be repaid in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Security or Securities
of the same series, of any authorized denomination specified by the Holder, in
an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

                                   ARTICLE 13

                                  SINKING FUNDS

                  Section 13.1 Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "Mandatory
Sinking Fund Payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"Optional Sinking Fund Payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  Section 13.2 Satisfaction of Sinking Fund Payments with
Securities. The Company may (1) deliver to the Trustee Outstanding Securities of
a series (other than any previously called for redemption) theretofore purchased
or otherwise acquired by the Company and (2) receive credit for Securities of a
series which have been previously delivered to the Trustee by the Company or for
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such

                                       60



Securities or through the application of permitted Optional Sinking Fund
Payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
the same series required to be made pursuant to the terms of such Securities as
provided for by the terms of such Series, provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

                  Section 13.3 Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 13.2 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted Optional Sinking Fund Payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a Mandatory Sinking Fund Payment without the option to
deliver or credit Securities as provided in Section 13.2 and without the right
to make any Optional Sinking Fund Payment, if any, with respect to such series.

                  Not more than 60 days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

                  Prior to any sinking fund payment date, the Company shall pay
to the Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 13.3.

                                   ARTICLE 14

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

                  Section 14.1 Exemption from Individual Liability. No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any

                                       61



incorporator, shareholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations of the Company, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers, directors or employees, as such, of the
Company or of any successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, shareholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

                                   ARTICLE 15

                            MISCELLANEOUS PROVISIONS

                  Section 15.1 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 15.2 Acts of Board, Committee or Officer of Successor
Corporation Valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

                  Section 15.3 Required Notices or Demands. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders to or on the Company may, except as
otherwise provided in Section 5.1(4), be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:

                  To the Company:

                  Carnival plc
                  Carnival House
                  5 Gainsford Street
                  London, SE1 2NE

                                       62



                  United Kingdom

                  with a copy (which shall not constitute notice) to:

                  Carnival Corporation
                  Carnival Place
                  3655 N.W. 87th Avenue
                  Miami, Florida 33178-2428
                  Attention: Treasurer

                  Any notice, direction, request or demand by the Company or by
any Holder to or upon the Trustee may be given or made, for all purposes, by
being deposited postage prepaid in a post office letter box in the United States
addressed to the Corporate Trust Office of the Trustee. Any notice required or
permitted to be mailed to a Holder by the Company or the Trustee pursuant to the
provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States
addressed to such Holder at the address of such Holder as shown on the Security
Register. In any case, where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impractical to mail notice of any event to
Holders 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 15.4 INDENTURE AND SECURITIES TO BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE.

                  Section 15.5 Indenture May Be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but all of which shall together constitute one and the same
instrument.

                                       63



                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Indenture as of the date first above written

                                          CARNIVAL PLC

                                          By: __________________________________
                                              Name:
                                              Title:

                                          U.S. BANK NATIONAL ASSOCIATION

                                          By: __________________________________
                                              Name:
                                              Title:

                                       64

                                                                     Exhibit 4.2


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











                                  CARNIVAL PLC


                                       AND


                         U.S. BANK NATIONAL ASSOCIATION,

                                     Trustee


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

                                    INDENTURE

                              Dated as of [      ]

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





                          SUBORDINATED DEBT SECURITIES










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







                                  CARNIVAL PLC
                             CROSS REFERENCE SHEET*

                  This Cross Reference Sheet shows the location in the Indenture
of the provisions inserted pursuant to Section 310-318, inclusive, of the Trust
Indenture Act of 1939.

 TRUST INDENTURE ACT                                       SECTIONS OF INDENTURE
 -------------------                                       ---------------------
 310(a)(1)(2)........................................      6.9
      (3)(4).........................................      Inapplicable
      (5)  ..........................................      6.9
 310(b)    ..........................................      6.8 and 6.10
      (b)(1)(A)(C)...................................      Inapplicable
 310(c)    ..........................................      Inapplicable
 311(a)(b)                                                 6.13
      (c)  ..........................................      Inapplicable
 312(a)    ..........................................      7.1 and 7.2
      (b)(c).........................................      7.2
 313(a)(1)(2)(3)(4)(5)(7)............................      7.3
      (6)  ..........................................      Inapplicable
      (b)(1).........................................      Inapplicable
         (2).........................................      7.3
      (c)(d).........................................      7.3
 314(a)    ..........................................      7.4
      (b)  ..........................................      Inapplicable
      (c)(1)(2)......................................      1.2
         (3).........................................      Inapplicable
      (d)  ..........................................      Inapplicable
      (e)  ..........................................      1.2
 315(a)(c)(d)........................................      6.1
      (b)  ..........................................      6.2
      (e)  ..........................................      5.14
 316(a)(1)                                                 5.12 and 5.13
         (2).........................................      Inapplicable
      (b)  ..........................................      5.8
      (c)  ..........................................      1.4
 317(a)    ..........................................      5.3 and 5.4
      (b)  ..........................................      10.3
 318(a)(c)                                                 1.5
      (b)  ..........................................      Inapplicable


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

* The Cross Reference Sheet is not part of the Indenture.




                               TABLE OF CONTENTS*




                                                                                                      Page
                                                                                                      ----

                                                                                                  
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................................1

         Section 1.1           Certain Terms Defined.....................................................1
         Section 1.2           Compliance Certificates and Opinions......................................9
         Section 1.3           Form of Documents Delivered to Trustee....................................9
         Section 1.4           Acts of Holders..........................................................10
         Section 1.5           Conflict With Trust Indenture Act........................................11
         Section 1.6           Effect of Headings and Table of Contents.................................11
         Section 1.7           Separability Clause......................................................11
         Section 1.8           Benefits of Indenture....................................................11
         Section 1.9           Legal Holidays...........................................................11

ARTICLE 2 SECURITY FORMS................................................................................11

         Section 2.1           Forms Generally..........................................................11
         Section 2.2           Form of Face of Security.................................................12
         Section 2.3           Form of Reverse of Security..............................................14
         Section 2.4           Form of Trustee's Certificate of Authentication..........................18
         Section 2.5           Securities Issuable in the Form of a Global Security.....................19

ARTICLE 3 THE SECURITIES................................................................................20

         Section 3.1           Amount Unlimited; Issuable in Series.....................................20
         Section 3.2           Denominations............................................................22
         Section 3.3           Execution, Authentication, Delivery and Dating...........................23
         Section 3.4           Temporary Securities.....................................................25
         Section 3.5           Registration; Registration of Transfer and Exchange......................25
         Section 3.6           Mutilated, Destroyed, Lost or Stolen Securities..........................26
         Section 3.7           Payment of Interest; Interest Rights Preserved...........................27
         Section 3.8           Persons Deemed Owners....................................................28
         Section 3.9           Cancellation.............................................................28
         Section 3.10          Computation of Interest..................................................28

ARTICLE 4 SATISFACTION AND DISCHARGE....................................................................29

         Section 4.1           Satisfaction and Discharge of Indenture..................................29
         Section 4.2           Application of Trust Money...............................................30
         Section 4.3           Repayment of Moneys Held by Paying Agent.................................30
         Section 4.4           Repayment of Moneys Held by Trustee......................................30




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

* The table of contents, comprising pages i to iv, is not part of this
  Indenture.



                                       i




                                                                                                      Page
                                                                                                      ----
                                                                                                  
ARTICLE 5 REMEDIES......................................................................................31

         Section 5.1           Events of Default........................................................31
         Section 5.2           Acceleration of Maturity; Rescission and Annulment.......................33
         Section 5.3           Collection of Indebtedness and Suits for Enforcement by Trustee..........34
         Section 5.4           Trustee May File Proofs of Claim.........................................34
         Section 5.5           Trustee May Enforce Claims Without Possession of Securities..............35
         Section 5.6           Application of Money Collected...........................................35
         Section 5.7           Limitation On Suits......................................................35
         Section 5.8           Unconditional Right of Holders to Receive Principal, Premium
                               and Interest.............................................................36
         Section 5.9           Restoration of Rights and Remedies.......................................36
         Section 5.10          Rights and Remedies Cumulative...........................................37
         Section 5.11          Delay or Omission Not Waiver.............................................37
         Section 5.12          Control by Holders.......................................................37
         Section 5.13          Waiver of Past Defaults..................................................37
         Section 5.14          Undertaking for Costs....................................................38
         Section 5.15          Waiver of Stay or Extension Laws.........................................38

ARTICLE 6 THE TRUSTEE...................................................................................38

         Section 6.1           Certain Duties and Responsibilities......................................38
         Section 6.2           Notice of Defaults.......................................................39
         Section 6.3           Certain Rights of Trustee................................................40
         Section 6.4           Trustee Not Responsible for Recitals in Indenture or in Securities.......41
         Section 6.5           May Hold Securities......................................................41
         Section 6.6           Money Held in Trust......................................................41
         Section 6.7           Compensation and Reimbursement...........................................42
         Section 6.8           Disqualification; Conflicting Interest...................................42
         Section 6.9           Corporate Trustee Required; Eligibility..................................42
         Section 6.10          Resignation and Removal; Appointment of Successor........................42
         Section 6.11          Acceptance of Appointment by Successor...................................44
         Section 6.12          Merger, Conversion, Consolidation or Succession to Business..............45
         Section 6.13          Preferential Collection of Claims Against Company........................46

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................46

         Section 7.1           Company to Furnish Trustee Information as to Names and
                               Addresses of Holders.....................................................46
         Section 7.2           Preservation of Information; Communications to Holders...................46
         Section 7.3           Reports by Trustee.......................................................47
         Section 7.4           Reports by Company.......................................................48





                                       ii




                                                                                                      Page
                                                                                                      ----
                                                                                                  
ARTICLE 8 CONSOLIDATION, MERGER, SALE OR CONVEYANCE.....................................................48

         Section 8.1           Consolidations and Mergers of Company Permitted Subject
                               to Certain Conditions....................................................48
         Section 8.2           Rights and Duties of Successor Corporation...............................49

ARTICLE 9 SUPPLEMENTAL INDENTURES.......................................................................49

         Section 9.1           Supplemental Indentures Without Consent of Holders.......................49
         Section 9.2           Supplemental Indentures With Consent of Holders..........................51
         Section 9.3           Execution of Supplemental Indentures.....................................52
         Section 9.4           Effect of Supplemental Indentures........................................52
         Section 9.5           Reference in Securities to Supplemental Indentures.......................52

ARTICLE 10 PARTICULAR COVENANTS OF THE COMPANY..........................................................53

         Section 10.1          Payment of Principal, Premium and Interest...............................53
         Section 10.2          Maintenance of Office or Agency..........................................53
         Section 10.3          Money for Securities Payments to be Held in Trust........................53
         Section 10.4          Statement by Officers as to Default......................................54
         Section 10.5          Additional Amounts.......................................................54

ARTICLE 11 REDEMPTION OF SECURITIES.....................................................................56

         Section 11.1          Applicability of Article.................................................56
         Section 11.2          Election to Redeem; Notice to Trustee....................................56
         Section 11.3          Selection by Trustee of Securities to be Redeemed........................57
         Section 11.4          Notice of Redemption.....................................................57
         Section 11.5          Deposit of Redemption Price..............................................58
         Section 11.6          Securities Payable On Redemption Date....................................58
         Section 11.7          Securities Redeemed in Part..............................................58
         Section 11.8          Optional Redemption or Assumption of Securities Under
                               Certain Circumstances....................................................58

ARTICLE 12 REPAYMENT AT OPTION OF HOLDERS...............................................................60

         Section 12.1          Applicability of Article.................................................60
         Section 12.2          Repayment of Securities..................................................60
         Section 12.3          Exercise of Option.......................................................60
         Section 12.4          When Securities Presented for Repayment Become Due and Payable...........60
         Section 12.5          Securities Repaid in Part................................................61

ARTICLE 13 SINKING FUNDS................................................................................61

         Section 13.1          Applicability of Article.................................................61
         Section 13.2          Satisfaction of Sinking Fund Payments With Securities....................61
         Section 13.3          Redemption of Securities for Sinking Fund................................62

ARTICLE 14 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES...................62

         Section 14.1          Exemption From Individual Liability......................................62




                                      iii





                                                                                                      Page
                                                                                                      ----
                                                                                                  
ARTICLE 15 SUBORDINATION................................................................................63

         Section 15.1          Agreement to Subordinate.................................................63
         Section 15.2          Liquidation; Dissolution; Bankruptcy.....................................63
         Section 15.3          Default On Senior Debt...................................................63
         Section 15.4          Acceleration of Securities...............................................64
         Section 15.5          When Distribution Must be Paid Over......................................64
         Section 15.6          Notice by Company........................................................64
         Section 15.7          Subrogation..............................................................64
         Section 15.8          Relative Rights..........................................................64
         Section 15.9          Subordination May Not be Impaired by Trust...............................65
         Section 15.10         Distribution or Notice to Representative.................................65
         Section 15.11         Rights of Trustee and Paying Agent.......................................65

ARTICLE 16 MISCELLANEOUS PROVISIONS.....................................................................65

         Section 16.1          Successors and Assigns of Company Bound by Indenture.....................65
         Section 16.2          Acts of Board, Committee or Officer of Successor Corporation Valid.......65
         Section 16.3          Required Notices or Demands..............................................65
         Section 16.4          INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS
                               OF THE STATE OF NEW YORK.................................................66
         Section 16.5          Indenture May be Executed in Counterparts................................66






                                       iv


                  INDENTURE, dated as of the [ ] day of [      ], 2004, between
CARNIVAL PLC, a public limited company incorporated in England and Wales (the
"Company"), party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United
States of America (the "Trustee"), party of the second part.

                  WHEREAS, for its lawful corporate purposes, the Company deems
it necessary to issue its securities and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

                  WHEREAS, all things necessary to constitute these presents a
valid indenture and agreement according to its terms have been done and
performed by the Company, and the execution of this Indenture has in all
respects been duly authorized by the Company, and the Company, in the exercise
of legal right and power in it vested, executes this Indenture.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Securities are made, executed, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of Securities by
the Holders thereof and of the sum of One Dollar to it duly paid by the Trustee
at the execution of these presents, the receipt whereof is hereby acknowledged,
the Company and the Trustee covenant and agree with each other, for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities or of series thereof, as follows:

                                   ARTICLE 1

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  Section 1.1 CERTAIN TERMS DEFINED. The terms defined in this
Section 1.1 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.1. All other terms used in this Indenture which are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act of
1933 (except as herein otherwise expressly provided or unless the context
otherwise 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 as originally executed.




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

                  ACT. The term "Act," when used with respect to any Holder,
shall have the meaning specified in Section 1.4.

                  ADDITIONAL AMOUNTS. The term "Additional Amounts" shall have
the meaning specified in Section 10.5.

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

                  AUTHORIZED NEWSPAPER. The term "Authorized Newspaper" shall
mean a newspaper printed in the English language and customarily published at
least once a day on each business day in each calendar week and of general
circulation in the Borough of Manhattan, the City and State of New York, whether
or not such newspaper is published on Saturdays, Sundays and legal holidays.

                  BANKRUPTCY LAW. The term "Bankruptcy Law" shall have the
meaning specified in Section 5.1.

                  BOARD OF DIRECTORS. The term "Board of Directors" or "Board,"
when used with reference to the Company, shall mean the Board of Directors of
the Company or any duly authorized committee of such Board.

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

                  BUSINESS DAY. The term "business day", when used with respect
to any Place of Payment, shall mean any day other than a Saturday or a Sunday or
a day on which banking institutions in the Place of Payment are authorized or
obligated by law or regulation to close.

                  CAPITAL STOCK. The term "Capital Stock" shall mean, with
respect to any Person, any and all shares, partnership interests, trust units,
participations, rights in or other equivalents of, or interests in, the equity
of such Person, including each class of common stock and preferred stock, but
excluding any debt securities convertible into such equity.



                                       2


                  CARNIVAL CORPORATION. The term "Carnival Corporation" shall
mean Carnival Corporation, a corporation incorporated under the laws of the
Republic of Panama, and shall also include its successors and assigns.

                  CHANGE.  The term "Change" shall have the meaning specified in
Section 11.8.

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

                  COMPANY. The term "Company" shall mean Carnival plc, a public
limited company incorporated in England and Wales, and, subject to the
provisions of Article 8, shall also include its successors and assigns.

                  COMPANY REQUEST; COMPANY ORDER. The term "Company Request" or
"Company Order" shall mean a written request or order signed in the name of the
Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief
Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its
President, any Executive Vice President, any Senior Vice President, any Vice
President, its Treasurer, any Assistant Treasurer, its Controller, any Assistant
Controller, its Secretary or any Assistant Secretary, and delivered to the
Trustee.

                  CONSOLIDATED NET WORTH. The term "Consolidated Net Worth"
shall mean, at any time, the Net Worth of the Company, Carnival Corporation, and
their combined Subsidiaries on a consolidated basis determined in accordance
with GAAP.

                  CORPORATE TRUST OFFICE. The term "Corporate Trust Office" or
other similar term shall mean the principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office at the date of this Indenture is located at 60 Livingston Avenue,
EP-MN-WS3C, St. Paul, Minnesota 55107-2292.

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

                  COVERED TAXES. The term "Covered Taxes" shall have the meaning
specified in Section 10.5.

                  DEFAULTED INTEREST. The term "Defaulted Interest" shall have
the meaning specified in Section 3.7.

                  DEPOSITARY. The term "Depositary" shall mean, with respect to
Securities of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository Trust Company,
another clearing agency or any



                                       3


successor registered under the Securities and Exchange Act of 1934 or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.5 or 3.1.

                  EXCLUDED TAXES. The term "Excluded Taxes" shall have the
meaning specified in Section 10.5.

                  EVENT OF DEFAULT. The term "Event of Default" shall have the
meaning specified in Section 5.1.

                  GAAP. The term "GAAP" shall mean generally accepted accounting
principles in the United States, as in effect from time to time.

                  GLOBAL SECURITY. The term "Global Security" shall mean, with
respect to any series of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and pursuant to
a Company Order, which (i) shall be registered in the name of the Depositary or
its nominee and (ii) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series.

                  HOLDER. The term "Holder" shall mean a Person in whose name a
Security is registered in the Security Register.

                  INDENTURE. The term "Indenture" shall mean this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities established as contemplated by Section 3.1;
provided, however, that if at any time more than one Person is acting as Trustee
under this instrument, "Indenture" shall mean, with respect to any one or more
series of Securities for which one Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

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



                                       4


                  INTEREST PAYMENT DATE. The term "Interest Payment Date," when
used with respect to any Security, shall mean the Stated Maturity of an
installment of interest on such Security.

                  MANDATORY SINKING FUND PAYMENT. The term "Mandatory Sinking
Fund Payment" shall have the meaning specified in Section 13.1.

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

                  NET WORTH. The term "Net Worth" shall mean, at any time with
respect to the Company, Carnival Corporation or any of their respective
Subsidiaries, the net worth of the Company, Carnival Corporation or any such
respective Subsidiary, as the case may be, determined in accordance with GAAP.

                  OFFICER'S CERTIFICATE. The term "Officer's Certificate" shall
mean a certificate signed by the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Controller, any Assistant Controller, the Secretary or any Assistant Secretary,
of the Company, and delivered to the Trustee. Each such certificate shall
include (except as otherwise provided in this Indenture) the statements provided
for in Section 1.2, if and to the extent required by the provisions thereof.

                  OPINION OF COUNSEL. The term "Opinion of Counsel" shall mean
one or more opinions in writing signed by legal counsel, each of whom may be an
employee of or of counsel to the Company, and delivered to the Trustee. Each
such opinion shall include the statements provided for in Section 1.2, if and to
the extent required by the provisions thereof.

                  OPTIONAL SINKING FUND PAYMENT. The term "Optional Sinking Fund
Payment" shall have the meaning specified in Section 13.1.

                  ORIGINAL ISSUE DISCOUNT SECURITY. The term "Original Issue
Discount Security" shall mean any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

                  OUTSTANDING. The term "Outstanding," when used with respect to
Securities, shall mean, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

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



                                       5


                  (ii) Securities or portions thereof for whose payment,
redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities or portions thereof are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

                  (iii) Securities which have been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, (i)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 5.2, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.1 on the date of original issuance of such Security, the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor on the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding for the purposes of such determination, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee 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 so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor on the Securities or any Affiliate of the Company or of such other
obligor.

                  PAYING AGENT. The term "Paying Agent" shall mean any Person
authorized by the Company to pay the principal of (and premium, if any, on) or
interest on any Securities on behalf of the Company.

                  PERSON. The term "Person" shall mean any individual,
corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

                  PLACE OF PAYMENT. The term "Place of Payment," when used with
respect to the Securities of any series, shall mean the place or places where
the principal of (and



                                       6


premium, if any, on) and interest on the Securities of that series are payable
as specified as contemplated by Section 3.1.

                  PREDECESSOR SECURITY. The term "Predecessor Security" of any
particular Security shall mean every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

                  REDEMPTION DATE. The term "Redemption Date" shall mean, when
used with respect to any Security to be redeemed, in whole or in part, the date
fixed for such redemption by or pursuant to this Indenture.

                  REDEMPTION PRICE. The term "Redemption Price" shall mean, when
used with respect to any Security to be redeemed, the price at which it is to be
redeemed by or pursuant to this Indenture.

                  REGULAR RECORD DATE. The term "Regular Record Date" for the
interest payable on any Interest Payment Date on the Securities of any series
shall mean the date specified for that purpose as contemplated by Section 3.1.

                  REPAYMENT DATE. The term "Repayment Date" shall mean, when
used with respect to any Security to be repaid at the option of the Holder, the
date fixed for such repayment by or pursuant to this Indenture.

                  REPAYMENT PRICE. The term "Repayment Price" shall mean, when
used with respect to any Security to be repaid at the option of the Holder, the
price at which it is to be repaid by or pursuant to this Indenture.

                  REPRESENTATIVE. The term "Representative" shall mean the
indenture trustee or other trustee, agent or representative for an issue of
Senior Debt.

                  RESPONSIBLE OFFICER. The term "responsible officer" when used
with respect to the Trustee shall mean the Chairman or Vice Chairman of the
Board of Directors, the Chairman or Vice Chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, any Second Vice
President, the Cashier, the Secretary, any Assistant Secretary, the Treasurer,
any Assistant Treasurer, any Corporate Trust Officer, any Assistant Trust
Officer, 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 because of his knowledge of and familiarity with the particular
subject.

                  SECURITIES. The term "Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture; PROVIDED, HOWEVER,
that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the series



                                       7


as to which such Person is Trustee shall have the meaning stated in the first
recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

                  SECURITY REGISTER; SECURITY REGISTRAR. The terms "Security
Register" and "Security Registrar" shall have the respective meanings set forth
in Section 3.5.

                  SIGNIFICANT SUBSIDIARY. The term "Significant Subsidiary"
shall mean any Subsidiary of the Company or Carnival Corporation, the Net Worth
of which represents more than 10% of the Consolidated Net Worth.

                  SENIOR DEBT. The term "Senior Debt" shall mean any obligation
of the Company to its creditors whether now outstanding or subsequently incurred
other than (i) any obligation as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligation is not Senior Debt, and (ii) obligations evidenced by the
Securities.

                  SPECIAL RECORD DATE. The term "Special Record Date" for the
payment of any Defaulted Interest shall mean a date fixed by the Trustee
pursuant to Section 3.7.

                  STATED MATURITY. The term "Stated Maturity," when used with
respect to any Security or any installment of principal thereof or interest
thereon, shall mean the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or
interest is due and payable.

                  SUBSIDIARY. The term "Subsidiary" means, with respect to any
Person, (i) a corporation, a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is, at the date of
determination, directly or indirectly owned by such Person, by one or
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, (ii) a partnership in which such Person or a Subsidiary of such
Person holds a majority interest in the equity capital or profits of such
partnership or (iii) any other Person (other than a corporation or a
partnership) in which such Person, a Subsidiary of such Person or such Person
and one or more Subsidiaries of such Person, directly or indirectly, at the date
of determination, has (x) at least a majority equity ownership interest or (y)
the power to elect or direct the election of a majority of directors or other
governing body of such other Person.

                  TRUSTEE. The term "Trustee" shall mean U.S. Bank National
Association, a national banking association organized under the laws of the
United States of America, and, subject to the provisions of Article 6, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting as Trustee hereunder, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

                  TRUST INDENTURE ACT. The term "Trust Indenture Act" (except as
herein otherwise expressly provided) shall mean the Trust Indenture Act of 1939.



                                       8


                  Section 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 7.4(b)) shall include:

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

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

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

                  (4) a statement as to whether or not, in the opinion of each
such individual, such condition or covenant has been complied with.

                  Section 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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




                                       9


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

                  Section 1.4 ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.4.

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

                  (c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any date as the record date for the purpose of
determining the Holders of Securities of any series 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 Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any person
with 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 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders of Securities of such
series on such date (or their duly designated proxies) shall be entitled to give
or take, or vote on, the relevant action.

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



                                       10


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

                  Section 1.5 CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed either to apply
to this Indenture so modified or to be excluded, as the case may be.

                  Section 1.6 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 1.7 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in any Security shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 1.8 BENEFITS OF INDENTURE. Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                  Section 1.9 LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

                                   ARTICLE 2

                                 SECURITY FORMS

          Section 2.1 FORMS GENERALLY. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form or forms
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may



                                       11


have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officer executing such Securities, as evidenced by their execution of the
Securities. If the form or forms of Securities of any series are established by
action taken by or pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

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

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

                  Section 2.2 FORM OF FACE OF SECURITY. [Insert any legend
required by the Internal Revenue Code and the regulations thereunder.]

                                  CARNIVAL PLC

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

$                                                                     No.


                  CARNIVAL PLC, a public limited company incorporated in England
and Wales (the "Company," which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to                 , or registered assigns, the principal sum
of Dollars on [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT --,
and to pay interest thereon from                or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on                and                   in each year, commencing , at the rate
of   % per annum, until the principal hereof is paid or made available
for payment [IF APPLICABLE, INSERT -- and (to the extent that the payment of
such interest shall be legally enforceable) at the rate of   % per annum on any
overdue principal and premium and on any overdue installment of interest]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the                  or                   (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security




                                       12


(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].

                  [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY,
INSERT --. The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption,
upon repayment at the option of the Holder or at Stated Maturity and in such
case the overdue principal of this Security shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

                  Payment of the principal of (and premium, if any, on) and [IF
APPLICABLE, INSERT -- any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in either the City
of ____________, the State of ____________, or at the Corporate Trust Office, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [IF APPLICABLE, INSERT
- --; PROVIDED, HOWEVER, that at the option of the Company payment of interest may
be made either by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account designated in writing by such Person].

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

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

                  IN WITNESS WHEREOF, Carnival plc has caused this instrument to
be signed by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its Chief Operating Officer, its Chief Financial
Officer, its President, one of its Executive Vice Presidents, one of its Senior
Vice Presidents, one of its Vice Presidents, its Treasurer, one of its Assistant
Treasurers, its Controller, one of its Assistant Controller, its Secretary or
one of its Assistant Secretaries, manually or in facsimile.



                                       13


Dated:



                                       CARNIVAL PLC


                                       By
                                         ---------------------------------------


                  Section 2.3 FORM OF REVERSE OF SECURITY. This Security is one
of a duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of _____________ (herein called the "Indenture"), between the Company
and [INSERT NAME OF TRUSTEE], as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture with respect to the
series of which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [, limited in aggregate principal
amount to $_________].

                  The Company will pay to the Holders such Additional Amounts in
respect of Covered Taxes as may become payable under Section 10.5 of the
Indenture.

                  [IF APPLICABLE, INSERT -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [IF
APPLICABLE, INSERT -- (1) on __________ in any year commencing with the year
_____ and ending with the year _____ at a Redemption Price equal to ____% of the
principal amount, and (2)] at any time [on or after ____________, 20[__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [on or
before _____________, ____%, and if redeemed] during the 12-month period
beginning of the years indicated,

                      Redemption                                    Redemption
   Year                  Price                   Year                  Price
   ----               ----------                 ----               ----------



and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of



                                       14


record at the close of business on the relevant Regular Record Dates referred to
on the face hereof, all as provided in the Indenture.]

                  The Securities will also be subject to redemption as a whole,
but not in part, at the option of the Company at any time at 100% of the
principal amount, together with accrued interest thereon to the Redemption Date,
in the event the Company has become or would become obligated to pay, on the
next date on which any amount would be payable with respect to the Securities,
any Additional Amounts as a result of certain changes affecting Covered Taxes
which are specified in the Indenture.

                  [IF APPLICABLE, INSERT -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on
_____________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after _____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning _____________ of the years indicated,

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



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


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




                                       15


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

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

                  [IF APPLICABLE, INSERT -- The Securities of this series are
subject to repayment in whole [or in part] [but not in part], in integral
multiples of $_________, on _________ [and ___________] at the option of the
Holder hereof at a Repayment Price equal to ____% of the principal amount
thereof [to be repaid], together with interest thereon accrued to the Repayment
Date, all as provided in the Indenture [; PROVIDED, HOWEVER, that the principal
amount of this Security may not be repaid in part if, following such repayment,
the unpaid principal amount of this Security would be less than [$_________]
[the minimum authorized denomination for Securities of this series]]. To be
repaid at the option of the Holder, this Security, with the "Option to Elect
Repayment" form duly completed by the Holder hereof, must be received by the
Company at its office or agency maintained for that purpose in either the City
of ____________, the State of __________, or the Corporate Trust Office, not
earlier than 30 days nor later than 15 days prior to the Repayment Date.
Exercise of such option by the Holder of this Security shall be irrevocable
unless waived by the Company.]

                  [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

                  [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected.



                                       16


The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all Outstanding 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 or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

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

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

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

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

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

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

[IF APPLICABLE, INSERT --




                                       17


                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security [(or the portion thereof specified below)],
pursuant to its terms, on the "Repayment Date" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
____% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:


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


- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT
EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS
PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE
CITY OF ____________, THE STATE OF _____________, OR THE CORPORATE TRUST OFFICE.

                  [If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $ or an
integral multiple thereof) which is to be repaid: $ . The principal amount of
this Security may not be repaid in part if, following such repayment, the unpaid
principal amount of this Security would be less than [$ [the minimum authorized
denomination for Securities of this series].]

                  [If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount: ($ or any integral multiple of $ ): $.]

Dated:


                                        ----------------------------------------
                                        Note: The signature to this Option to
                                        Elect Repayment must correspond with the
                                        name as written upon the face of the
                                        within Security in every particular
                                        without alterations or enlargement or
                                        any change whatsoever.





                  Section 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



                                       18


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



                                       By
                                          --------------------------------------
                                          AUTHORIZED OFFICER


                  Section 2.5 SECURITIES ISSUABLE IN THE FORM OF A GLOBAL
SECURITY.

                  (a) If the Company shall establish pursuant to Section 3.1
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 3.3 and the Company Order delivered to the Trustee thereunder,
authenticate and deliver, a Global Security which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, all of
the Outstanding Securities of such series, (ii) shall be registered in the name
of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

"THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

                  (b) Notwithstanding any other provision of this Section 2.5 or
of Section 3.5, but subject to the provisions of paragraph (c) below, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 3.5, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

                  (c) If at any time (i) the Depositary for a series of
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series, (ii) the Depositary for such series shall no longer
be registered or in good standing under the Securities Exchange Act of 1934, or
other applicable statute or regulation and a successor Depositary for such
series is not appointed by the Company within 90 days after the



                                       19


Company receives such notice or becomes aware of such condition or (iii) an
Event of Default with respect to such series shall have occurred and be
continuing, as the case may be, this Section 2.5 shall no longer be applicable
to the Securities of such series and the Company will execute, and the Trustee
will authenticate and deliver Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.5 shall no longer
apply to the Securities of such series. In such event the Company will execute
and the Trustee, upon receipt of an Officer's Certificate evidencing such
determination by the Company, will authenticate and deliver Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.5(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered, but without any liability on the part of the Company or the
Trustee for the accuracy of the Depositary's instructions.

                                   ARTICLE 3

                                 THE SECURITIES

                  Section 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is not limited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and set forth in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following as applicable:

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

                           (2) the limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except
for any Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder), including any provision for the future
offering of additional Securities of such series;



                                       20


                           (3) the percentage of their principal amount at which
they will be offered;

                           (4) the date or dates on which the principal of the
Securities of the series is payable or the manner in which such dates are
determined;

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

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

                           (7) the obligation or option, 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;

                           (8) the terms and conditions for any extension of
such series of Securities;

                           (9) the period or periods, if any, within which the
price or prices at which and the terms and conditions upon which Securities of
the series may be redeemed, purchased or repaid, in whole or in part, at the
option or obligation of the Company;

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

                           (11) if other than the Trustee, the identity of the
Security Registrar and/or Paying Agent;

                           (12) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2;

                           (13) if other than such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public or private debts, the coin or currency or currency unit in which
payment of the principal of (and premium, if any) or interest on, the Securities
of the series shall be payable;

                           (14) if the amount of payment of principal of (and
premium, if any) or interest on the Securities of the series may be determined
with reference to an index, formula or other method based on a coin currency or
currency unit other than that in which the Securities are stated to be payable,
the manner in which such amounts shall be determined;



                                       21


                           (15) if the principal of (and premium, if any) or
interest on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a coin or currency or currency unit other
than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

                           (16) any events of default for such series of
Securities, if different than the Events of Default set forth in Section 5.1
hereof;

                           (17) the terms and conditions, if any, under which
such series of Securities may be converted into or exchanged for other
securities;

                           (18) provisions relating to defeasance, if
applicable, and discharge of such series of Securities;

                           (19) whether the Securities of the series are
issuable as a Global Security and, in such case, the identity of the Depositary
for such series;

                           (20) provisions relating to the subordination of such
series of securities to any other indebtedness or obligations of the Company,
including, without limitation, the Securities of any other series; and

                           (21) any other terms, conditions, rights and
preferences (or limitations on such rights and preferences) relating to the
series (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 and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officer's Certificate
or in any indenture supplemental hereto. Not all Securities of any one series
need be issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

                  If any of the terms of the series are established by action
taken as provided in or pursuant to a Board Resolution, such Board Resolution
and the Officer's Certificate setting forth the terms of the series shall be
delivered to the Trustee at or prior to the delivery of the Company Order for
authentication and delivery of Securities of such series.

                  Section 3.2 DENOMINATIONS. The Securities of each series shall
be issuable in definitive registered form without coupons and, except for any
Global Security, in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a Global
Security, shall be issuable in denominations of $1,000 and any integral multiple
thereof.



                                       22


                  Section 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be signed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its Chief
Operating Officer, its Chief Financial Officer, its President, one of its
Executive Vice Presidents, one of its Senior Vice Presidents, one of its Vice
Presidents, the Treasurer, one of its Assistant Treasurers, the Controller, one
of its Assistant Controllers, the Secretary or one of its Assistant Secretaries,
manually or in facsimile. Such signature upon the Securities may be of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

                  Securities bearing the manual or facsimile signatures of an
individual who was at the time such individual signed such Securities the proper
officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of such
Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If not all the Securities of any series are to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining terms of particular
Securities of such series such as interest rate, maturity date, date of issuance
and date from which interest shall accrue. 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, an Opinion of Counsel
stating:

                  (a) that the form or forms and terms of such Securities have
been established in conformity with the provisions of this Indenture; and

                  (b) that all conditions precedent of the Indenture to the
authentication and delivery of such Securities have been complied with and that
such Securities, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with its terms, except that enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law) and to such other qualifications as such
counsel shall conclude do not materially affect the rights of Holders of such
Securities.



                                       23


                  Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if not all the Securities of any series are to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel at the time
of issuance of each Security, but such opinion with appropriate modifications
shall be delivered at or before the time of issuance of the first Security of
such series.

                  If the Company shall establish pursuant to Section 3.1 that
the Securities of a series are to be issued in whole or in part in the form of
one or more global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

                  The Trustee shall not be required to authenticate and deliver
any such Securities if the Trustee, being advised by counsel, determines that
such action (i) may not lawfully be taken or (ii) would expose the Trustee to
personal liability to existing Holders of Securities.

                  Each Security shall be dated the date of its authentication.

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

                  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.02 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 not be entitled to the benefits
of this Indenture.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the authenticating agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor authenticating agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor authenticating agent had itself
authenticated such Securities.



                                       24


                  Section 3.4 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

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

                  Section 3.5 REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE. The Company shall cause to be kept at the office or agency of the
Company maintained pursuant to Section 10.2 a register (the register maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall, subject to the provisions of Section 2.5, provide for the
registration of Securities and transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

                  Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any definitive Security of any series at the office
or agency in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new definitive Securities of the same
series of any authorized denominations and of a like aggregate principal amount.

                  Subject to the provisions of Section 2.5, at the option of the
Holder, definitive Securities of any series may be exchanged for other
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, upon surrender of the definitive Securities
to be exchanged at such office or agency. Whenever any definitive Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the definitive Securities which the Holder making the
exchange is entitled to receive.



                                       25


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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  The Company shall not be required (i) to issue or register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 11.3 and ending at the close of
business on the day of the mailing of notice of redemption, (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to issue or register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

                  Section 3.6 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, or, in case any such
mutilated Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security.

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

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental



                                       26


charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

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

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

                  Section 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 10.2;
PROVIDED, HOWEVER, that each installment of interest on any Security may at the
Company's option be paid by mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 3.8,
to the address of such Person as it appears on the Security Register.

                  Any interest on any Security of any series which is payable
but is not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

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



                                       27


notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

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

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

                  Section 3.8 PERSONS DEEMED OWNERS. Prior to due presentment of
a Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any, on) and (subject to Section 3.7) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

                  Section 3.9 CANCELLATION. All Securities surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be destroyed by it and the Trustee
shall deliver its certificate of such destruction to the Company, unless by a
Company Order the Company directs their return to it.

                  Section 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.



                                       28


                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  Section 4.1 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration or transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

                           (1) either

                                    (A) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.6 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.3) have been delivered
to the Trustee for cancellation; or

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

                                    (i) have become due and payable, or

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

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

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

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

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

In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this



                                       29


Indenture only if requested to do so with respect to Securities of all series as
to which it is Trustee and if the other conditions thereto are met. In the event
there are two or more Trustees hereunder, then the effectiveness of any such
instrument shall be conditioned upon receipt of such instruments from all
Trustees hereunder.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive.

                  Section 4.2 APPLICATION OF TRUST MONEY. Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                  Section 4.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture all moneys then
held by any Paying Agent (other than the Trustee, if the Trustee be a Paying
Agent) under the provisions of this Indenture shall, upon 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 4.4 REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys
deposited with the Trustee or any Paying Agent for the payment of the principal
of (or premium, if any, on) or interest on any Security of any series and not
applied but remaining unclaimed by the Holders for two years after the date upon
which the principal of (or premium, if any, on) or interest on such Security
shall have become due and payable, shall be repaid to the Company by the Trustee
or such Paying Agent on demand; and the Holder of any of the Securities entitled
to receive such payment shall thereafter look only to the Company for the
payment thereof and all liability of the Trustee or such Paying Agent with
respect to such moneys shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be mailed to each such Holder or
published once a week for two successive weeks (in each case on any day of the
week) in an Authorized Newspaper, or both, a notice that said moneys have not
been so applied and that after a date named therein any unclaimed balance of
said moneys then remaining will be returned to the Company. It shall not be
necessary for more than one such publication to be made in the same newspaper.




                                       30


                                   ARTICLE 5

                                    REMEDIES

                  Section 5.1 EVENTS OF DEFAULT. "Event of Default," wherever
used herein with respect to Securities of any series, shall mean any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

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

                           (3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series, and
continuance of such default for five business days; or

                           (4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                           (5) a default under any bond, debenture, note or
other evidence of indebtedness for money borrowed by the Company, Carnival
Corporation or any of their respective Significant Subsidiaries or under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company, Carnival Corporation or any of their respective Subsidiaries whether
such indebtedness now exists or shall hereafter be created, which default shall
constitute a failure to pay the principal of indebtedness in excess of
$50,000,000 principal amount, which default shall constitute a failure to pay
any portion of the principal of or interest on such indebtedness when due and
payable after the expiration of any applicable grace or cure period with respect
thereto or shall have resulted in such indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within a period of 30 days after
there shall have been given, by registered or



                                       31


certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of all of the
Outstanding Securities of such series a written notice specifying such default
and requiring the Company to cause such indebtedness to be discharged or cause
such acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; PROVIDED, HOWEVER, that, subject to the
provisions of Sections 6.1 and 6.2, the Trustee shall not be deemed to have
knowledge of such default unless either (A) a Responsible Officer of the Trustee
shall have actual knowledge of such default or (B) the Trustee shall have
received written notice thereof from the Company, from any Holder, from the
holder of any such indebtedness or from the trustee under any such mortgage,
indenture or other instrument; or

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

                           (7) the commencement by the Company, Carnival
Corporation or any of their respective Significant Subsidiaries of a voluntary
case or proceeding under any applicable Bankruptcy Law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by either
the Company, Carnival Corporation or any of their respective Significant
Subsidiaries to the entry of a decree or order for relief in respect of the
Company, Carnival Corporation or any of their respective Significant
Subsidiaries in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or
proceeding against any of the Company, Carnival Corporation or any of their
respective Significant Subsidiaries, or the filing by the Company, Carnival
Corporation or any of their respective Significant Subsidiaries of a petition or
answer or consent seeking reorganization or relief under any applicable Federal,
State or foreign law, or the consent by the Company, Carnival Corporation or any
of their respective Significant Subsidiaries to the filing of such petition or
to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company, Carnival
Corporation or any of their respective Significant Subsidiaries or of any
substantial part of their respective properties, or the making by any of the
Company, Carnival Corporation or any of their respective Significant
Subsidiaries of an assignment for the benefit of creditors,



                                       32


or the admission by any of the Company, Carnival Corporation or any of their
respective Significant Subsidiaries in writing of an inability to pay the debts
of any of the Company, Carnival Corporation or any of their respective
Significant Subsidiaries generally as they become due or the taking of corporate
action by the Company, Carnival Corporation or any of their respective
Significant Subsidiaries in furtherance of any such action; or

                           (8) any other Event of Default provided with respect
to Securities of that series.

                  Section 5.2 ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                           (A) all overdue interest on all Securities of that
series,

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

                           (C) to the extent that payment of such interest is
enforceable under applicable law, interest upon overdue interest to the date of
such payment or deposit at the rate or rates prescribed therefor in such
Securities or, if no such rate or rates are so prescribed, at the rate borne by
the Securities during the period of such default, and

                           (D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and

                           (2) all Events of Default with respect to Securities
of that series, other than the non-payment of the principal of Securities of
that series which have



                                       33


become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13.

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

                  Section 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any Security of any
series, as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (2) in case default shall be
made in the payment of the principal of (and premium, if any, on) any Security
of any series on its Maturity and such default shall have continued for a period
of five business days--then, upon demand of the Trustee, the Company will pay to
the Trustee, for the benefit of the Holders of such Securities of such series,
the whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue 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 during the period of such
default; and, in addition thereto, such further 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 except as a result of its negligence or bad faith.

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

                  Section 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee, irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest, shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                           (i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the
Securities 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
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding; and



                                       34


                           (ii) to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  Section 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  Section 5.6 APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 6.7;

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

                  THIRD: To the payment of the remainder, if any, to the
Company, its successors or assigns or to whosoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct.

                  Section 5.7 LIMITATION ON SUITS. No Holder of any Security of
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect



                                       35


to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

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

                           (3) such Holder or Holders shall have offered to the
Trustee reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred in compliance with such request;

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

                           (5) no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.12 during
such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;

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

                  Section 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any,
on) and (subject to Section 3.7) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption
or repayment at the option of the Holder, on the Redemption Date or Repayment
Date, as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  Section 5.9 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.



                                       36


                  Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The 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.

                  Section 5.11 DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                  Section 5.12 CONTROL BY HOLDERS. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series;
PROVIDED, HOWEVER, that

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

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

                           (3) such direction is not unduly prejudicial to the
rights of Holders not taking part in such direction, and

                           (4) such direction would not involve the Trustee in
personal liability, as the Trustee, upon being advised by counsel, shall
reasonably determine.

                  Section 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
any series may on behalf of the holders of all the Securities of such series
waive any past default hereunder with respect to such series and its
consequences, except a default

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

                           (2) in respect of a covenant or provision hereof
which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.



                                       37


                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, and the Company, the Trustee and Holders 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.

                  Section 5.14 UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, 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 Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any, on)
or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

                  Section 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE 6

                                   THE TRUSTEE

                  Section 6.1 CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

                           (2) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee




                                       38


         and conforming to the requirements of this Indenture; but in the case
         of any such certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture.

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

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

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

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

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

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

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

                  Section 6.2 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; PROVIDED, HOWEVER, that, except in the case of a default in the
payment of the principal of (or premium, if any, on) or interest on any Security
of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such




                                       39


notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and PROVIDED, FURTHER, that in the case of
any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default (not including periods of grace, if any)
with respect to Securities of such series.

                  Section 6.3 CERTAIN RIGHTS OF TRUSTEE. Subject to the
provisions of Section 6.1:

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

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

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

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

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                  (f) except during the continuance of an Event 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, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit; and



                                       40


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

                  (h) except with respect to Section 10.1, the Trustee shall
have no duty to inquire as to the performance of the Company with respect to
covenants contained in Article 10. In addition, the Trustee shall not be deemed
to have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 10.1, 5.1(1) or 5.1(2) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

                  (i) Delivery of reports, information and documents to the
Trustee under Section 7.4 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on an
Officer's Certificate).

                  Section 6.4 TRUSTEE NOT RESPONSIBLE FOR RECITALS IN INDENTURE
OR IN SECURITIES. The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

                  Section 6.5 MAY HOLD SECURITIES. The Trustee, any Paying
Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.

                  Section 6.6 MONEY HELD IN TRUST. Subject to the provisions of
Section 4.4, 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
law. The Trustee shall pay such interest on any moneys received by it hereunder
as it may agree with the Company to pay thereon. So long as no Event of Default
shall have occurred and be continuing, all interest allowed on any such moneys
shall be paid from time to time upon the receipt of a Company Order with respect
thereto.



                                       41


                  Section 6.7 COMPENSATION AND REIMBURSEMENT. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents, attorneys and counsel and of all 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
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

                  Section 6.8 DISQUALIFICATION; CONFLICTING INTEREST(1) . The
Trustee shall be disqualified only where such disqualification is required by
Section 310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee
from filing with the Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.

                  Section 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia or a corporation or other person permitted
to act as Trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$5,000,000, and 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 said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. No obligor upon the Securities or Person directly or indirectly
controlled by, or under common control with such obligor shall serve as Trustee
hereunder. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in Section 6.10.

                  Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

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



                                       42


                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and by mailing notice thereof to the Holders of Securities of such one or more
series, as their names and addresses appear in the Security Register. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such one or more series or any Holder who has been a bona fide
holder of a Security or Securities of such one or more series for at least six
months may, subject to the provisions of Section 5.14, 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.

                  (c) The Trustee may be removed and a successor Trustee
appointed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee so removed, to the successor Trustee and to the
Company.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with Section
         310(b) of the Trust Indenture Act after written request therefor by the
         Company or by any Holder who has been a bona fide holder of a Security
         for at least six months, or

                           (2) the Trustee shall cease to be eligible under
         Section 6.9 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, one copy
of which Board Resolution shall be delivered to the Trustee so removed and one
copy to the successor Trustee, or (ii) subject to Section 5.14, any Holder who
has been a bona fide holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to



                                       43


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

                  Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges pursuant to Section 6.7, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture



                                       44


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 and hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

                  (e) Upon acceptance of appointment by a successor Trustee as
provided in this Section, the Company shall mail notice of the succession of
such Trustee hereunder to the Holders of the Securities of one or more or all
series, as the case may be, to which the appointment of such successor Trustee
relates as their names and addresses appear on the Security Register. If the
Company fails to mail such notice within 10 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. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor 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



                                       45


or in this Indenture provided that the certificate of the Trustee shall have;
PROVIDED, HOWEVER, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities 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
COMPANY(1) . The Trustee shall comply with Section 311(a) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent indicated therein.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 7.1 COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES
AND ADDRESSES OF HOLDERS. The Company covenants and agrees that it will furnish
or cause to be furnished to the Trustee:

                  (a) Semi-annually, not later than November 1 and May 1 in each
year, commencing May 1, [ ] a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15
days prior to the time such list is furnished (unless the Trustee has such
information); and

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

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                  Section 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of Securities (1) contained in the most recent list furnished to it as
provided in Section 7.1 and (2) received by it in the capacity of Paying Agent
or Security Registrar (if so acting) hereunder.

                  The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon receipt of a new list so furnished.

                  (b) In case three or more Holders of Securities of any series
(hereinafter called "applicants") apply in writing to the Trustee, and furnish
to the Trustee reasonable proof that each such applicant has owned a Security of
such series 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 the same series or of all
series, as the case may be, with respect to their rights under this Indenture or
under the Securities of such series or of all series, as the case may be, and is




                                       46


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

                           (1) afford such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of Subsection (a) of this Section 7.2, or

                           (2) inform such applicants as to the approximate
         number of Holders of Securities of such series or of all series, 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 7.2, and as to the approximate cost
         of mailing to such Holders the form of proxy or other communication, if
         any, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series or of all series,
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 7.2, 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
of all series, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said 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
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

                  (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 Security Registrar nor any Paying Agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with the provisions of
Subsection (b) of this Section 7.2, 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 said Subsection
(b).

                  Section 7.3 REPORTS BY TRUSTEE.



                                       47


                  (a) On or before July 15, [____] and on or before July 15 in
every year thereafter, so long as required by the Trust Indenture Act, and so
long as any Securities are Outstanding hereunder, the Trustee shall transmit by
mail to all Holders of Securities of each series as provided in Section 313(c)
of the Trust Indenture Act, a brief report dated as of such reporting date, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.
The Trustee shall also comply with Section 313(b) of the Trust Indenture Act.

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

                  Section 7.4 REPORTS BY COMPANY.  The Company shall:

                  (a) file with the Trustee, 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 Commission may from time to time by rules and
regulations prescribe) which such Issuer 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 said Sections, then it shall 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 Exchange Act 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; and

                  (b) 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 of this Indenture as may be required
from time to time by such rules and regulations.

                                   ARTICLE 8

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  Section 8.1 CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED
SUBJECT TO CERTAIN CONDITIONS. The Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any
Person to consolidate with or merge into the Company or convey, transfer or
lease its properties and assets substantially as an entirety to the Company,
unless:

                  (a) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to



                                       48


any Person, the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed;

                  (b) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and

                  (c) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

                  Section 8.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  Section 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. The Company, when authorized by a Board Resolution, and the Trustee
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 as in force at the date of the execution thereof), without the
consent of any Holder of Securities, for one or more of the following purposes:

                           (1) 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 Eight hereof;



                                       49


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

                           (3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities (and if such Events of
Default are to be for the benefit of less than all series of Securities, stating
that such Events of Default are expressly being included solely for the benefit
of such series); PROVIDED, HOWEVER, that in respect of any such additional
Events of Default 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 default or may limit the remedies available to the Trustee
upon such default or may limit the right of the Holders of a majority in
aggregate principal amount of that or those series of Securities to which such
additional Events of Default apply to waive such default;

                           (4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in coupon form, registrable or not registrable as to
principal, and to provide for exchangeability of such Securities with Securities
issued hereunder in fully registered form;

                           (5) to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision;

                           (6) to secure any or all of the Securities;

                           (7) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1;

                           (8) 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 one Trustee, pursuant to the requirements
of Section 6.11(b);

                           (9) to make any change that does not materially
adversely affect the interests of the Holders of Securities of any series then
Outstanding;

                           (10) to add guarantees with respect to any or all of
the Securities;

                           (11) to provide for uncertificated Securities in
addition to or in place of certificated Securities (provided that the
uncertificated Securities are issued in



                                       50


registered form for purposes of Section 163(f) of the Internal Revenue Code of
1986, as amended, or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code);

                           (12) to cure any ambiguity, defect or inconsistency,
to correct or supplement any provision herein or in any supplemental indenture
which may be defective or inconsistent with any other provision herein or in any
supplemental indenture, or to make such other provisions with respect to matters
or questions arising under this Indenture, provided, that, in the good faith
opinion of the Board of Directors of the Company, such action shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect; or

                           (13) to comply with any requirement of the Commission
in connection with the qualification of the Indenture under the Trust Indenture
Act.

                  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 be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

                  Any supplemental indenture authorized by the provisions of
this Section 9.1 may be executed by the Company and the Trustee without the
consent of the Holders of any of the Outstanding Securities, notwithstanding any
of the provisions of Section 9.2.

                  Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee 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 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 Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall (i) change the Stated Maturity of the
principal of (or premium, if any, on), or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption or repayment at the option of the Holder, on or after
the Redemption Date or Repayment Date, as the case may be), without the consent
of the Holder of each Outstanding Security so affected, or (ii) reduce the
aforesaid percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, without the consent of the Holders of all the Outstanding Securities
of such series.



                                       51


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

                  Upon the request of the Company accompanied by a copy of a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture.

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

                  Section 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  Section 9.4 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, 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 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 9.5 REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



                                       52


                                   ARTICLE 10

                       PARTICULAR COVENANTS OF THE COMPANY

                  Section 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of (and
premium, if any, on) and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. Each installment of
interest on any Security may at the Company's option be paid by mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 3.7, to the address of such Person as it appears on
the Security Register. At the option of the Company, all payments of principal
may be paid either by wire transfer of immediately available funds to an account
designated in writing by such Person or by official bank check to the registered
Holder of the Security or other person entitled thereto against surrender of
such Security.

                  Section 10.2 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange as in this Indenture provided and where notices and demands
to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give notice to the Trustee of the
location, and any change in the location, of each such office or agency. In case
the Company shall fail to maintain any such required office or agency or shall
fail to give notice of the location or of any change thereof, presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee. The Company hereby initially appoints the Trustee as its
office or agency for such purpose.

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

                  Section 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (or premium, if any, on) or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (or premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided. The Company will promptly notify the Trustee of
any failure by the Company to take such action or failure so to act.



                                       53


                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the principal
of (or premium, if any, on) or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (or premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

                           (1) hold all sums held by it for the payment of the
principal of (or premium, if any, on) or interest on Securities of that series
(whether such sums have been paid to it by the Company or by any other obligor
on the Securities) in trust for the benefit of the Persons entitled thereto;

                           (2) give the Trustee notice of any failure by the
Company (or any other obligor upon the Securities of that series) to make any
payment of principal of (or premium, if any, on) or interest on the Securities
of that series when the same shall be due and payable; and

                           (3) at any time during the continuance of any Event
of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

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

                  Section 10.4 STATEMENT BY OFFICERS AS TO DEFAULT. The Company
will deliver to the Trustee, on or before a date not more than 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officer's Certificate stating, as to each officer signing such certificate,
whether or not to the best of his knowledge the Company is in default in the
performance and observance of any of the terms, provisions and conditions
hereof, and, if the Company shall be in default, specifying all such defaults
and the nature thereof of which he may have knowledge.

                  Section 10.5 ADDITIONAL AMOUNTS. The Company hereby agrees
that any amounts to be paid by the Company with respect to each Security shall
be paid without deduction or withholding for any and all present and future
taxes, levies, imposts or other



                                       54


governmental charges whatsoever imposed, assessed, levied or collected by or for
the account of the United Kingdom (or by or for the account of the jurisdiction
of incorporation (other than the United States) of a successor corporation to
the Company pursuant to Section 8.1, to the extent that such taxes first become
applicable as a result of the successor corporation becoming the obligor on the
Debt Securities) or any political subdivision or taxing authority thereof or
therein ("Covered Taxes"). If deduction or withholding of any Covered Taxes
shall at any time be required by the United Kingdom (or the jurisdiction of
incorporation (other than the United States) of a successor corporation to the
Company pursuant to Section 8.1) or any political subdivision or taxing
authority thereof or therein, the Company shall (subject to compliance by the
Holder or beneficial owner of the Security with any relevant administrative
requirements) pay such additional amounts ("Additional Amounts") in respect of
principal, premium, if any, interest, if any, and sinking fund or analogous
payments, if any, as may be necessary in order that the net amount paid to the
Holder of such Security or the Trustee under this Indenture, as the case may be,
after such deduction or withholding, shall equal the respective amounts of
principal, premium, if any, interest, if any, and sinking fund or analogous
payments, if any, as specified in the Security to which such Holder or the
Trustee is entitled; PROVIDED, HOWEVER, that the Company shall not be required
to pay any Additional Amounts in respect of: (i) any present or future Covered
Taxes which would not have been so imposed, assessed, levied or collected if the
Holder or beneficial owner of such Security did not have some present or former
connection with the United Kingdom (or the jurisdiction of incorporation of a
successor corporation to the Company pursuant to Section 8.1) or any political
subdivision thereof (or of any such jurisdiction of incorporation) other than
holding or ownership of a Security, or the collection of principal and interest,
if any, on, or the enforcement of such Security, which connection may include
its domicile, residence or physical presence in any such jurisdiction, or its
conduct of a business or maintenance of a permanent establishment therein, (ii)
any present or future Covered Taxes which would not have been so imposed,
assessed, levied or collected but for the fact that, where presentation is
required, such Security was presented more than thirty days after the date such
payment became due or was provided for, whichever is later, or (iii) any present
or future Covered Taxes which would not have been so imposed, assessed, levied
or collected but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United Kingdom (or the jurisdiction
of incorporation of a successor corporation to the Company pursuant to Section
8.1) or any political subdivision thereof of the Holder or beneficial owner of
such Security, if compliance is required by statute or by rules or regulations
of any such jurisidction as a condition to relief or exemption from Covered
Taxes. The provisions described in (i) through (iii) above are referred to
herein as "Excluded Taxes." The Company or any successor to the Company, as the
case may be, shall indemnify and hold harmless each Holder of the Securities and
upon written request reimburse each Holder for the amount of (i) any Covered
Taxes levied or imposed and paid by such Holder of the Securities (other than
Excluded Taxes) as a result of payments made with respect to the Securities,
(ii) any liability (including penalties, interest and expenses) arising from or
in connection with the levying or imposing of any Covered Taxes, and (iii) any
Covered Taxes with respect to payment of Additional Amounts or any reimbursement
pursuant to this



                                       55


sentence. The Company or any successor to the Company, as the case may be, shall
also (1) make such withholding or deduction, and (2) remit the full amount
deducted or withheld to the relevant authority in accordance with applicable
law. The Company or any successor to the Company, as the case may be, shall
furnish the Trustee within 30 days after the date the payment of any Covered
Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Company or any successor to the Company, as the
case may be, which the Trustee shall forward to the Holders of the Securities.

                  At least 30 days prior to each date on which any payment under
or with respect to the Securities is due and payable, if the Company will be
obligated to pay Additional Amounts with respect to such payments, the Company
will deliver to the Trustee an Officer's Certificate stating the fact that such
Additional Amounts will be payable, stating the amounts so payable and setting
forth such other information as may be necessary to enable the Trustee to pay
such Additional Amounts to Holders of the Securities on the payment date.

                  Whenever in this Indenture or any Security there is mentioned,
in any context, the payment of the principal, premium, if any, or interest, or
sinking fund or analogous payment, if any, in respect of such Security or
overdue principal or overdue interest or overdue sinking fund or analogous
payment, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for herein to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention thereof in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable).

                  The obligations of the Company (and any successor corporation
to the Company pursuant to Section 8.1) under this Section 10.5 shall survive
the termination of this Indenture and the payment of all amounts under or with
respect to the Securities.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

                  Section 11.1 APPLICABILITY OF ARTICLE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) in accordance with this Article.

                  Section 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The right
of the Company to elect to redeem any Securities of any series shall be set
forth in the terms of such Securities of such series established in accordance
with Section 3.1. The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In the case of any redemption at the election
of the Company of less than all the Securities of any series, the Company shall,
at least 31 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee



                                       56


of such Redemption Date and of the principal amount of Securities of such series
to be redeemed and shall deliver to the Trustee such documentation and records
as shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 11.3. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer's Certificate evidencing compliance with such restriction.

                  Section 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 30 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as may be
specified by the terms of such Securities or, if no such method is so specified,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount of
Securities of such series; PROVIDED, however, that no such partial redemption
shall reduce the portion of the principal amount of such Security not redeemed
to less than the minimum authorized denomination for Securities of that series.

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

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

                  Section 11.4 NOTICE OF REDEMPTION. Notice of redemption 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, to the Holders of the Securities to be
redeemed, by first-class mail, postage prepaid, mailed not less than 30 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

                  All notices of redemption shall state:

                           (1) the Redemption Date,

                           (2) the Redemption Price,

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

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



                                       57


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

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

                  Section 11.5 DEPOSIT OF REDEMPTION PRICE. On or before any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

                  Section 11.6 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; PROVIDED, HOWEVER, that unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.7.

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

                  Section 11.7 SECURITIES REDEEMED IN PART. Any Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                  Section 11.8 OPTIONAL REDEMPTION OR ASSUMPTION OF SECURITIES
UNDER CERTAIN CIRCUMSTANCES.

                  (a) Unless otherwise specified with respect to the Securities
of any series, if as the result of any change in or any amendment to the laws,
including any regulations thereunder and any applicable double taxation treaty
or convention, of the United Kingdom (or the jurisdiction of incorporation
(other than the United States) of a successor corporation to the Company
pursuant to Section 8.1), or of any political



                                       58


subdivision or taxing authority thereof or therein affecting taxation, or any
change in an application or interpretation of such laws, including any
applicable double taxation treaty or convention, which change, amendment,
application or interpretation ("Change") becomes effective on or after the
original issuance date of such series (or, if such Change is imposed with
respect to tax imposed with respect to payments from the jurisdiction in which a
successor corporation to the Company pursuant to Section 8.1 is incorporated,
such later date on which such successor corporation becomes a successor
corporation to the Company pursuant to Section 8.1), it is determined by the
Company based upon an opinion of independent counsel of recognized standing that
(i) the Company would be required to pay Additional Amounts (as defined in
Section 10.5 herein) in respect of principal, premium, if any, interest, if any,
or sinking fund or analogous payments, if any, on the next succeeding date for
the payment thereof, or (ii) any taxes would be imposed (whether by way of
deduction, withholding or otherwise) by the United Kingdom (or the jurisdiction
of incorporation (other than the United States) of a successor corporation to
the Company pursuant to Section 8.1) or by any political subdivision or taxing
authority thereof or therein, upon or with respect to any principal, premium, if
any, interest, if any, or sinking fund or analogous payments, if any, then the
Company may, at its option, on giving not less than 30 nor more than 60 days'
notice (which shall be irrevocable) redeem such series of Securities in whole,
but not in part, at any time (except in the case of Securities of a series
having a variable rate of interest, which may be redeemed only on an Interest
Payment Date) at a Redemption Price equal to 100 percent of the principal amount
thereof plus accrued interest to the Redemption Date (except in the case of
outstanding Original Issue Discount Securities which may be redeemed at the
Redemption Price specified by the terms of each series of such Securities);
provided, however, that (i) no notice of redemption may be given more than 90
days prior to the earliest date on which the Company would be obligated to pay
such Additional Amounts or such tax would be imposed, as the case may be, and
(ii) at the time that such notice of redemption is given, such obligation to pay
Additional Amounts or such tax, as the case may be, remains in effect.

                  (b) Prior to any redemption of a series of Securities pursuant
to paragraph (a) above, the Company shall provide the Trustee with an opinion of
independent counsel of recognized standing which states that the conditions
precedent to the right of the Company to redeem such Securities pursuant to this
Section shall have occurred. Each such opinion of independent counsel of
recognized standing shall be based on the laws in effect on the date of such
opinion or to become effective on or before the next succeeding date of payment
of principal, premium, if any, interest, if any, and sinking fund or analogous
payments, if any. For purposes of this Section, all references to the Company in
this paragraph shall include any successor corporation thereto pursuant to
Section 8.1.




                                       59


                                   ARTICLE 12

                         REPAYMENT AT OPTION OF HOLDERS

                  Section 12.1 APPLICABILITY OF ARTICLE. Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof
shall be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

                  Section 12.2 REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest thereon
accrued to the Repayment Date specified in the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

                  Section 12.3 EXERCISE OF OPTION. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. To be repaid
at the option of the Holder, any Security so providing for such repayment, with
the "Option to Elect Repayment" form on the reverse of such Security duly
completed by the Holder, must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 30 days nor later than 15 days prior to the
Repayment Date. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of $1,000 unless otherwise specified
in the terms of such Security, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid must be
specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

                  Section 12.4 WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME
DUE AND PAYABLE. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by the terms of such Securities, such Securities or the
portions thereof, as the case may



                                       60


be, to be repaid shall become due and payable and shall be paid by the Company
on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such
Repayment Date) interest on such Securities or the portions thereof, as the case
may be, shall cease to accrue.

                  Section 12.5 SECURITIES REPAID IN PART. Upon surrender of any
Security which is to be repaid in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Security or Securities
of the same series, of any authorized denomination specified by the Holder, in
an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

                                   ARTICLE 13

                                  SINKING FUNDS

                  Section 13.1 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "Mandatory
Sinking Fund Payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"Optional Sinking Fund Payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  Section 13.2 SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company may (1) deliver to the Trustee Outstanding Securities of
a series (other than any previously called for redemption) theretofore purchased
or otherwise acquired by the Company and (2) receive credit for Securities of a
series which have been previously delivered to the Trustee by the Company or for
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted Optional Sinking Fund Payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of the same series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.



                                       61


                  Section 13.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 13.2 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted Optional Sinking Fund Payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a Mandatory Sinking Fund Payment without the option to
deliver or credit Securities as provided in Section 13.2 and without the right
to make any Optional Sinking Fund Payment, if any, with respect to such series.

                  Not more than 60 days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

                  Prior to any sinking fund payment date, the Company shall pay
to the Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 13.3.

                                   ARTICLE 14

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

                  Section 14.1 EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder, officer, director or employee, as
such , past, present or future, of the Company or of any successor corporation,
either directly or through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, shareholders, officers, directors or employees, as such, of
the Company or of any successor corporation, or any of them, because of the
creation of the indebtedness



                                       62


hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer, director or
employee, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

                                   ARTICLE 15

                                  SUBORDINATION

                  Section 15.1 AGREEMENT TO SUBORDINATE. The Company agrees, and
each Holder of Securities by accepting a Security agrees, that the indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article, to the prior payment in full of all
Senior Debt and that the subordination is for the benefit of the holders of
Senior Debt.

                  Section 15.2 LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

                           (1) holders of Senior Debt shall be entitled to
         receive payment in full in cash of the principal of and interest
         (including interest accruing after the commencement of any such
         proceeding) to the date of payment on the Senior Debt before Holders of
         Securities shall be entitled to receive any payment of principal of or
         interest on Securities; and

                           (2) until the Senior Debt is paid in full in cash,
         any distribution to which Holders of Securities would be entitled but
         for this Article shall be made to holders of Senior Debt as their
         interests may appear, except that Holders of Securities may receive
         securities that are subordinated to Senior Debt to at least the same
         extent as the Securities.

                  Section 15.3 DEFAULT ON SENIOR DEBT. The Company may not pay
principal of or interest on the Securities and may not acquire any Securities
for cash or property other than capital stock of the Company if:

                           (1) a default on Senior Debt occurs and is continuing
         that permits holders of such Senior Debt to accelerate its maturity,
         and

                           (2) the default is the subject of judicial
         proceedings or the Company receives a notice of the default from a
         person who may give it pursuant to Section 15.11. If the Company
         receives any such notice, a similar notice




                                       63


         received within nine months thereafter relating to the same default on
         the same issue of Senior Debt shall not be effective for purposes of
         this Section.

                  The Company may resume payments on the Securities and may
acquire them when:

                  (a) the default is cured or waived, or

                  (b) 120 days pass after the notice is given if the default is
not the subject of judicial proceedings, if this Article otherwise permits the
payment or acquisition at that time.

                  Section 15.4 ACCELERATION OF SECURITIES. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration. The Company may pay
the Securities when 120 days pass after the acceleration occurs if this Article
permits the payment at that time.

                  Section 15.5 WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Holders of Securities that because of this Article
should not have been made to them, the Holders of Securities who receive the
distribution shall hold it in trust for holders of Senior Debt and pay it over
to them as their interests may appear.

                  Section 15.6 NOTICE BY COMPANY. The Company shall promptly
notify the Trustee and any Paying Agent of any facts known to the Company that
would cause a payment of principal of or interest on Securities to violate this
Article.

                  Section 15.7 SUBROGATION. After all Senior Debt is paid in
full and until the Securities are paid in full, Holders of Securities shall be
subrogated to the rights of holders of Senior Debt to receive distributions
applicable to Senior Debt to the extent that distributions otherwise payable to
the Holders of Securities have been applied to the payment of Senior Debt. A
distribution made under this Article to holders of Senior Debt which otherwise
would have been made to Holders of Securities is not, as between the Company and
Holders of Securities, a payment by the Company on Senior Debt.

                  Section 15.8 RELATIVE RIGHTS. This Article defines the
relative rights of Holders of Securities and holders of Senior Debt. Nothing in
this Indenture shall:

                           (1) impair, as between the Company and Holders of
         Securities, the obligation of the Company, which is absolute and
         unconditional, to pay principal of and interest on the Securities in
         accordance with their terms;

                           (2) affect the relative rights of Holders of
         Securities and creditors of the Company other than holders of Senior
         Debt; or

                           (3) prevent the Trustee or any Holders of Securities
         from exercising its available remedies upon an Event of Default,
         subject to the rights of holders of Senior Debt to receive
         distributions otherwise payable to Holders of Securities.



                                       64


                  If the Company fails because of this Article to pay principal
of or interest on a Security on the due date, the failure is still an Event of
Default as provided elsewhere herein.

                  Section 15.9 SUBORDINATION MAY NOT BE IMPAIRED BY TRUST. No
right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.

                  Section 15.10 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their Representative.

                  Section 15.11 RIGHTS OF TRUSTEE AND PAYING AGENT. The Trustee
or any Paying Agent may continue to make payments on the Securities until it
receives notice of facts that would cause a payment of principal of or interest
on the Securities to violate this Article. Only the Company, a Representative or
a holder of an issue of Senior Debt that has no Representative may give the
notice.

                                   ARTICLE 16

                            MISCELLANEOUS PROVISIONS

                  Section 16.1 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 16.2 ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
CORPORATION VALID. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

                  Section 16.3 REQUIRED NOTICES OR DEMANDS. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders to or on the Company may, except as
otherwise provided in Section 5.1(4), be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:

                  To the company:

                  Carnival plc
                  Carnival House
                  5 Gainsford Street
                  London, SE1 2NE
                  United Kingdom


                                       65


                  with a copy (which shall not constitute notice) to:

                  Carnival Corporation
                  Carnival Place
                  3655 N.W. 87th Avenue
                  Miami, Florida 33178-2428
                  Attention: Treasurer

                  Any notice, direction, request or demand by the Company or by
any Holder to or upon the Trustee may be given or made, for all purposes, by
being deposited postage prepaid in a post office letter box in the United States
addressed to the Corporate Trust Office of the Trustee. Any notice required or
permitted to be mailed to a Holder by the Company or the Trustee pursuant to the
provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States
addressed to such Holder at the address of such Holder as shown on the Security
Register. In any case, where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impractical to mail notice of any event to
Holders 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 16.4 INDENTURE AND SECURITIES TO BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE.

                  Section 16.5 INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but all of which shall together constitute one and the same
instrument.




                                       66


                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Indenture as of the date first above written



                                       CARNIVAL PLC


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





                                       U.S. BANK NATIONAL ASSOCIATION


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








                                       67

                                                                     Exhibit 5.1

          [Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison LLP]



                                           March 5, 2004




Carnival plc
Carnival House
5 Gainsford Street
London SE1 2NE
United Kingdom

                       REGISTRATION STATEMENT ON FORM S-3


Dear Ladies and Gentlemen:

                  In connection with the Registration Statement on Form S-3 (the
"Registration Statement") of Carnival plc, a public limited company organized
under the laws of England and Wales ("Carnival plc") and Carnival Corporation, a
corporation organized under the laws of the Republic of Panama ("Carnival
Corporation"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder (the "Rules"), you have asked us to furnish our opinion as to the
legality of certain of the securities being registered under the Registration
Statement. The Registration Statement relates to the registration under the Act
of (i) Carnival plc's senior debt securities ("Senior Debt Securities") and
subordinated debt securities ("Subordinated Debt Securities" and, together with
the Senior Debt Securities, the "Debt Securities"), consisting of notes,
debentures and/or other evidences of indebtedness denominated in United States
dollars or any other currency and (ii) a guarantee by Carnival Corporation of
Carnival plc's contractual monetary obligations under some or all of the Debt
Securities pursuant to the Carnival Corporation Deed of Guarantee between
Carnival Corporation and Carnival plc (the "Carnival Corporation Guarantee"),
dated as of April 17, 2003 (collectively, the "Securities"). The Securities are




being registered for offering and sale on a delayed or continuous basis pursuant
to Rule 415 under the Act. The aggregate public offering price of the Securities
will not exceed $500,000,000 (or its foreign exchange rate equivalent if any
Securities are offered in currencies other than United States dollars).

                  The Senior Debt Securities are to be issued under an indenture
(the "Senior Debt Indenture") between Carnival plc and U.S. Bank National
Association, as trustee. The Subordinated Debt Securities are to be issued under
an indenture (the "Subordinated Debt Indenture" and, together with the Senior
Debt Indenture, the "Indentures") between Carnival plc and U.S. Bank National
Association, as trustee (as trustee for each of the Indentures, the "Trustee").

                  In connection with this opinion, we have examined originals or
copies certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):

                  1. the Registration Statement, including the exhibits thereto;

                  2. the form of Senior Debt Indenture, including the form of
Senior Debt Security, included as Exhibit 4.3 to the Registration Statement; and



                                       2


                  3. the form of Subordinated Debt Indenture, including the form
of Subordinated Debt Security, included as Exhibit 4.4 to the Registration
Statement.

                  In addition, we have examined such certificates, agreements
and documents that we deemed relevant and necessary as a basis for our opinion.
We have also relied upon the factual matters contained in the representations
and warranties of Carnival plc made in the Documents and upon certificates of
public officials and the officers of Carnival plc and Carnival Corporation, as
applicable.

                   In our examination of the documents referred to above, we
have assumed, without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the
documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of valid existing
agreements or other documents, the authenticity of all the latter documents and
that the statements regarding matters of fact in the certificates, records,
agreements, instruments and documents that we have examined are accurate and
complete.

                  We have also assumed, without independent investigation, that
(i) each of the Indentures shall have been duly executed and delivered by
Carnival plc and the Trustee thereunder substantially in the forms attached to
the Registration Statement, (ii) each of the Indentures, when so executed and
delivered, will represent a valid and binding obligation of the Trustee
thereunder under the laws of such Trustee's jurisdiction of incorporation and
the State of New York, and of Carnival plc under the laws of England and Wales,
(iii) the Securities will be issued as described in the Registration Statement


                                       3


and (iv) the Securities will be in substantially the form attached to the
applicable Indenture, and that any information omitted from such form will be
properly added. With regards to certain matters of English law, we have relied,
with Carnival plc's permission, upon the opinion of Freshfields Bruckhaus
Deringer filed as Exhibit 5.3 to the Registration Statement.

                   We have also assumed, with respect to the Debt Securities of
a particular series or issuance offered (the "Offered Securities"), that (i) the
terms of the issuance and sale of the Offered Securities shall have been duly
established in accordance with the applicable Indenture, (ii) the Offered
Securities shall have been duly authorized, issued and delivered by Carnival
plc, and duly authenticated by the Trustee, all in accordance with the terms of
the applicable Indenture and against payment by the purchasers thereof at the
agreed consideration therefor and (iii) the Offered Securities, when so issued,
authenticated, delivered and sold, will represent valid and binding obligations
of Carnival plc under the laws of England and Wales.

                  Based on the foregoing, we are of the opinion that when duly
issued, authenticated and delivered by Carnival plc against payment as provided
for in the applicable Indenture, the Offered Securities will be legal, valid and
binding obligations of Carnival plc enforceable against Carnival plc in
accordance with their respective terms, except that the enforceability of the
Offered Securities may be subject to bankruptcy, insolvency, reorganization,


                                       4


fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

                  The opinion expressed above is limited to the laws of the
State of New York. Our opinion is rendered only with respect to laws, and the
rules, regulations and orders under those laws, that are currently in effect.

                  We hereby consent to use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the Prospectus included in the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or the Rules.

                            Very truly yours,

                            /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP


                            PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP



                                       5

                                                                     Exhibit 5.2

                     [Letterhead of Tapia Linares y Alfaro]

March 5, 2004




Carnival Corporation
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428

         RE:  REGISTRATION STATEMENT ON FORM S-3

Dear Sirs:

In connection with the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") filed by Carnival plc, a public limited company
incorporated under the laws of England and Wales ("Carnival plc") and Carnival
Corporation, a corporation incorporated under the laws of the Republic of Panama
(the "Company"), with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, we have been requested to render our opinion as to the
legality of the securities being registered thereunder. The Registration
Statement relates to the registration under the Act of the issuance and sale of
(i) Carnival plc's senior debt securities ("Senior Debt Securities") and
subordinated debt securities ("Subordinated Debt Securities" and, together with
the Senior Debt Securities, the "Debt Securities"), consisting of notes,
debentures and/or other evidences of indebtedness denominated in United States
dollars or any other currency and (ii) a guarantee by the Company of Carnival
plc's contractual monetary obligations under the same or all of the Debt
Securities pursuant to the Carnival Corporation Deed of Guarantee between the
Company and Carnival plc, dated as of April 17, 2003 (the "Carnival Corporation
Guarantee") (collectively, the "Securities"). The Securities are being
registered for offering and sale from time to time pursuant to Rule 415 under
the Act.

The Senior Debt Securities are to be issued under an indenture (the "Senior Debt
Indenture") to be entered into between Carnival plc and the Trustee thereunder.
The Subordinated Debt Securities are to be issued under an indenture (the
"Subordinated Debt Indenture" and, together with the Senior Debt Indenture, the
"Indentures") to be entered between Carnival plc and the Trustee thereunder.






In this connection we have examined (i) originals, photocopies or conformed
copies of the Registration Statement, including the exhibits and amendments
thereto, (ii) the Carnival Corporation Guarantee, and (iii) records of certain
of the Company's corporate proceedings relating to, among other things, the
proposed issuance and sale of the Securities. In addition, we have made such
other examinations of law and fact as we considered necessary in order to form a
basis for the opinion hereinafter expressed. In connection with such
investigation, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as photocopies or conformed copies.
We have relied as to matters of fact upon certificates of officers of the
Company.

In rendering the opinion set forth below, we have assumed that the Carnival
Corporation Guarantee is a valid and binding obligation of the Company under the
laws of the Isle of Man and has been duly executed and delivered by the Company.
We have also assumed that the Securities of a particular issuance offered will
be duly executed, issued, authenticated and delivered, and sold as described in
the Registration Statement.

Based on the foregoing, we are of the opinion that:

1.       The execution and delivery of the Carnival Corporation Guarantee and
         the performance of the Company's obligations thereunder have been duly
         authorized by the Company.

2.       The Company is duly incorporated and validly existing as a corporation
         in good standing under the laws of the Republic of Panama.

3.       The Company has full power and authority under the laws of the Republic
         of Panama and its Articles of Incorporation to execute, deliver and
         perform its obligations under the Carnival Corporation Guarantee.

4.       The execution, delivery and performance by the Company under the
         Carnival Corporation Guarantee do not violate the Articles of
         Incorporation, Bylaws or other organizational documents of the Company
         or the laws of the Republic of Panama applicable thereto.

We are members of the Bar of the Republic of Panama. We express no opinion as to
matters of law other than the laws of the Republic of Panama.

We hereby consent to the use of our name in the Registration Statement and in
the Prospectus therein as the same appears in the caption "Legal Matters" and to
the use of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.

Yours very truly,


TAPIA LINARES Y ALFARO

/s/ Mario E. Correa
- ------------------------------
    Mario E. Correa

                                       2

                                                                     Exhibit 5.3

                 [Letterhead of Freshfields Bruckhaus Deringer]


Carnival plc
Carnival House
5 Gainsford Street
London
SE1 2NE
United Kingdom




5 March 2004


Dear Sirs

                       REGISTRATION STATEMENT ON FORM S-3
INTRODUCTION

1. In connection with the registration statement (the REGISTRATION STATEMENT) on
Form S-3 of Carnival plc, a public limited company incorporated under the laws
of England and Wales (the COMPANY) and Carnival Corporation, a corporation
organized under the laws of the Republic of Panama (CARNIVAL CORPORATION), under
the Securities Act of 1933 (the SECURITIES ACT), we have been requested to
render our opinion on certain matters in connection with the Registration
Statement. The Registration Statement relates to the registration under the
Securities Act of the issuance and sale of (i) the Company's senior debt
securities (SENIOR DEBT SECURITIES) and subordinated debt securities
(SUBORDINATED DEBT SECURITIES and, together with the Senior Debt Securities, the
DEBT SECURITIES), consisting of notes, debentures and/or other evidences of
indebtedness denominated in United States dollars or any other currency and (ii)
a guarantee by Carnival Corporation of the Company's contractual monetary
obligations under some or all of the Debt Securities pursuant to the Carnival
Corporation Deed of Guarantee between Carnival Corporation and the Company,
dated as of April 17, 2003 (the CARNIVAL CORPORATION GUARANTEE) (collectively,
the SECURITIES).

2. We are acting as English legal advisers to you, the Company, for the purposes
of giving this opinion. In so acting, we have examined the following documents:

(a)      the Registration Statement to be filed under the Act (the REGISTRATION
         STATEMENT);

(b)      a copy of the current Memorandum and Articles of Association of the
         Company adopted on 17 April 2003;





(c)      a copy of the Company's Certificate of Incorporation dated 19 July
         2000, issued by the Registrar of Companies of England and Wales,
         together with a copy of the Company's Certificate of Incorporation on
         change of name dated 17 April 2003;

(d)      the form of an indenture (the SENIOR DEBT INDENTURE) to be entered into
         between the Company and the Trustee thereunder under which the Senior
         Debt Securities are to be issued;

(e)      the form of a subordinated indenture (the SUBORDINATED DEBT INDENTURE
         and, together with the Senior Debt Indenture, the INDENTURES) to be
         entered into between the Company and the Trustee thereunder under which
         the Subordinated Debt Securities are to be issued;

(f)      a company search carried out on 5 March 2004 (carried out by us or by
         ICC Information Ltd. on our behalf) of the public documents of the
         Company kept at Companies House in Cardiff and Wales (the COMPANY
         SEARCH);

(g)      a certificate issued to us by the Company Secretary of the Company
         dated 5 March 2004 which attaches as Exhibit A an extract from the
         minutes of a meeting of the board of directors of the Company held on
         20 January 2004 authorising the filing of the Registration Statement
         and the execution and delivery of and performance of obligations under,
         the Indentures and, when issued, the Debt Securities;

and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.

3. This opinion is confined to matters of English law as at the date of this
opinion and is governed by and should be construed in accordance with English
law. Accordingly, we express no opinion herein with regard to any system of law
other than the laws of England as currently applied by the English courts. In
particular, we express no opinion on European Community law as it affects any
jurisdiction other than England. We also express no opinion as to whether or not
a foreign court (applying its own conflict of law rules) will act in accordance
with the parties' agreement as to jurisdiction and/or choice of law or uphold
the terms of the Indetures or the Securities. To the extent that the laws of the
United States, the laws of the State of New York, the laws of the Isle of Man or
the laws of the Republic of Panama may be relevant, we have made no independent
investigation thereof and our opinion is subject to the effect of such laws,
including the matters contained in the opinions of Paul, Weiss, Rifkind, Wharton
& Garrison LLP, Dickinson Cruickshank & Co. and Tapia Linares y Alfaro, referred
to in the Registration Statement. We express no views on the validity of matters
set out in such opinions.

ASSUMPTIONS

4. In considering the above documents and in rendering this opinion we have with
your consent and without any further enquiry assumed:



                                       2


(a)      the genuineness of all signatures on, and the authenticity and
         completeness of, all documents submitted to us whether as originals or
         copies;

(b)      the conformity to originals of all documents supplied to us as
         photocopies or facsimile copies;

(c)      that, where a document has been examined by us in draft or specimen
         form, it will be or has been executed in the form of that draft or
         specimen;

(d)      that each of the statements contained in the certificate of the Company
         Secretary of the Company dated 5 March 2004 is true and correct as at
         the date hereof and that the meeting of the board of directors of the
         Company held on 20 January 2004 was properly convened, quorate and
         properly held and the extract of the minutes of that meeting referred
         to in 2(g) above is a true and accurate description of the resolution
         passed at that meeting and the resolution remains in force and has not
         been revoked or amended;

(e)      that the Indentures have been duly authorised and executed and
         delivered by the parties thereto, other than the Company, in
         substantially the forms filed as exhibits to the Registration
         Statement;

(f)      that the Debt Securities of a particular issuance will, upon issue, be
         duly executed, issued, authenticated, delivered, offered and sold in
         accordance with the provisions of the Indentures and as described in
         the Registration Statement;

(g)      that the Carnival Corporation Guarantee (i) has been duly authorized by
         all necessary corporate action by Carnival Corporation and duly
         executed and delivered by Carnival Corporation, (ii) is not subject to
         any escrow or other similar arrangement, (iii) has not been terminated
         or amended and (iv) has been performed by each of the parties thereof
         in accordance with its terms;

(h)      that each of the Carnival Corporation Guarantee, the Indentures and,
         when issued, the Debt Securities constitute legal, valid and binding
         obligations of each of the parties thereto enforceable in accordance
         with its terms under all applicable laws including the laws of the
         State of New York and the laws of the Isle of Man by which they are
         expressed to be governed (other than in the case of the Company, the
         laws of England) and assumed that satisfactory evidence of the laws of
         each of New York and the Isle of Man respectively, which is required to
         be pleaded and proved as a fact in any proceedings before the English
         Courts, could be so pleaded and proved;

(i)      that each of the Carnival Corporation Guarantee and the Indentures has
         been entered into for bona fide commercial reasons and on arm's length
         terms by each of the parties thereto;

(j)      that the directors of the Company in authorising the filing of the
         Registration Statement and the execution and delivery of and
         performance of obligations under, the Indentures and, when issued, the
         Debt Securities have exercised their



                                       3


         powers in accordance with their duties under all applicable laws and
         the Memorandum and Articles of Association of the Company;

(k)      that the sale of the Securities or the consummation by the Company of
         the transactions contemplated by the Indentures (as relevant) will not
         constitute an "offer to the public" within the meaning of section 6 of
         the Public Offers of Securities Regulations 1995;

(l)      that entering into or performing any of the above documents neither
         constitutes, nor is part of, a regulated activity carried on by any
         person in contravention of section 19 of the Financial Services and
         Markets Act 2000 (the FSMA);

(m)      that none of the above documents has been entered into:

         (i)      in consequence of any communication in relation to which there
                  has been a contravention of section 21 of the FSMA; or

         (ii)     with a person who is authorised for the purposes of the FSMA,
                  in consequence of something said or done by another person in
                  the course of a regulated activity carried on by that person
                  in contravention of section 19 of the FSMA;

(n)      that the Registration Statement in draft and preliminary form and any
         other invitation or inducement to engage in investment activity (within
         the meaning of section 21 of the FSMA) in connection with the issue or
         sale of the Securities has only been and will only be communicated or
         caused to be communicated in circumstances in which section 21(1) of
         the FSMA does not apply to the Company. These circumstances are set out
         in the Financial Services and Markets Act 2000 (Financial Promotion)
         Order 2001 (as amended) (the ORDER) and include circumstances where any
         such communication is made only to or may reasonably be regarded as
         directed only at persons who are "investment professionals" within the
         meaning of Article 19(5) of the Order or are persons falling within
         Article 49(2)(a) to (d) of the Order;

(o)      that the information revealed by the Company Search was accurate in all
         respects and has not since the time of such search been altered; and

(p)      that the information revealed by our oral enquiries on 5 March 2004 of
         the Central Registry of Winding up Petitions (the WINDING UP ENQUIRY)
         was accurate in all respects and has not since the time of such enquiry
         been altered.

OPINION

5. On the basis of and subject to the foregoing and the matters set out in
paragraphs 6 and 7 below and any matters not disclosed to us, and having regard
to such considerations of English law in force as at the date of this opinion as
we consider relevant we are of the opinion that:



                                       4


(a)      the Company has been duly incorporated in Great Britain and registered
         in England and Wales as a public limited company and the Company Search
         revealed no order or resolution for the winding up of the Company and
         revealed no notice of appointment in respect of the Company of a
         liquidator, receiver, administrative receiver or administrator and our
         Winding up Enquiry has confirmed that no petition for the winding up of
         the Company has been presented within the period covered by such
         enquiries;

(b)      the Company has the corporate power and capacity to enter into and
         perform its obligations under the Indentures and to issue and deliver
         Debt Securities;

(c)      the execution and delivery of the Indentures and the performance of the
         Company's obligations thereunder have been duly authorised by all
         necessary corporate action on the part of the Company and do not
         violate the Memorandum and Articles of Association or any other
         relevant organisational documents of the Company or the laws of England
         and Wales applicable thereto;

QUALIFICATIONS

6. Our opinion is subject to the following qualifications:

(a)      the Company Search is not capable of revealing conclusively whether or
         not:

         (i)      a winding up order has been made or a resolution passed for
                  the winding up of a company; or

         (ii)     an administration order has been made; or

         (iii)    a receiver, administrative receiver, administrator or
                  liquidator has been appointed,

                  since notice of these matters may not be filed with the
                  Registrar of Companies immediately and, when filed, may not be
                  entered on the public database or recorded on the public
                  microfiches of the relevant company immediately.

         In addition, the Company Search is not capable of revealing, prior to
         the making of the relevant order, whether or not a winding up petition
         or a petition for an administration order has been presented;

(b)      the Winding up Enquiry relates only to a compulsory winding up and is
         not capable of revealing conclusively whether or not a winding up
         petition in respect of a compulsory winding up has been presented,
         since details of the petition may not have been entered on the records
         of the Central Registry of Winding up Petitions immediately or, in the
         case of a petition presented to a County Court, may not have been
         notified to the Central Registry and entered on such records at all,
         and the response to an enquiry only relates to the period of
         approximately four years prior to the date when the enquiry was made;



                                       5


(c)      no opinion is given as to whether or not the chosen court will take
         jurisdiction, or whether the English courts would grant a stay of any
         proceedings commenced in England, or whether the English courts would
         grant any relief ancillary to proceedings commenced in a foreign court;

(d)      this opinion is subject to all applicable laws relating to insolvency,
         bankruptcy, administration, reorganisation, liquidation or analogous
         circumstances.

OBSERVATIONS

7. It should be understood that we have not been responsible for investigating
or verifying the accuracy of the facts, including the statements of foreign law,
or the reasonableness of any statement or opinion or intention contained in or
relevant to any document referred to herein, or that no material facts have been
omitted therefrom.

8. We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as Exhibit 5.3 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required by the Securities Act or by the rules and
regulations promulgated thereunder.



9. This opinion is addressed to you for your benefit and for the purposes of the
Registration Statement to be filed under the Securities Act.

Yours faithfully

/s/ Freshfields Bruckhaus Deringer









                                       6

                                                                     Exhibit 5.4


                   [Letterhead of Dickinson, Cruickshank & Co]


5 March 2004

Carnival Corporation
Carnival Place
3655 N.W. 87th Avenue,
Miami, Florida 33178-2428

Dear Sirs,

RE: SHELF REGISTRATION OF DEBT SECURITIES ($500,000,000) - REGISTRATION
STATEMENT ON FORM S-3 OF CARNIVAL PLC AND CARNIVAL CORPORATION

1.       We are a firm of Isle of Man advocates duly qualified to advise on Isle
         of Man law. In connection with the above-captioned Registration
         Statement on Form S-3 ("Registration Statement") to be filed by
         Carnival plc and Carnival Corporation on 5th March 2004, with the
         United States Securities and Exchange Commission pursuant to the
         Securities Act of 1933, and the rules and regulations promulgated
         thereunder, we have been asked to provide this opinion on the Carnival
         Corporation Deed of Guarantee between Carnival Corporation and Carnival
         plc, dated as of April 17, 2003 (the "Carnival Corporation Guarantee").

         In this opinion references to the "Documents" are references to the
         Registration Statement and the Carnival Corporation Guarantee.

2.       THE ASSUMPTIONS

         In rendering the opinion stated below we have, with your permission,
         made the following assumptions:

         2.1      that each party to the Documents is duly incorporated and
                  organised, validly existing and in good standing under the
                  laws of its jurisdiction of incorporation or the jurisdiction
                  of its principal place of business and has full power capacity
                  and authority to enter into the Documents and to exercise its
                  rights and perform its obligations thereunder, and all
                  corporate and other action required to authorise the execution
                  of the same and the performance of its obligations thereunder
                  has been or will be duly taken;

         2.2      that all acts, conditions and things required to be done,
                  fulfilled or undertaken under any law (including any and all
                  authorisations and consents of any public




                  authority of any jurisdiction) other than that of the Isle of
                  Man in respect of the lawful execution delivery or performance
                  of the Documents and in order to ensure that they are binding
                  upon and enforceable against the parties have been or will be
                  done, fulfilled, undertaken or obtained;

         2.3      insofar as any obligation under the Documents is to be
                  performed in any jurisdiction outside the Isle of Man its
                  performance will be legal and effective in accordance with the
                  law of that jurisdiction;

         2.4      that by entering into the Documents the parties thereto will
                  not be in conflict with or in breach of their constitutional
                  documents or in breach of or otherwise in violation of any
                  provision of the laws of the jurisdictions in which they are
                  respectively constituted and established;

         2.5      that none of the parties to the Documents by entering into the
                  Documents will be in breach of any other agreement to which it
                  is a party; and

         2.6      that no circumstances exist which would justify the setting
                  aside of the Documents by reason of fraud, misrepresentation,
                  mistake or undue influence.

         The making of each of the above assumptions indicates that we have
         assumed that each matter the subject of each assumption is true correct
         and complete in every particular. That we have made an assumption in
         this opinion does not imply that we have made any enquiry to verify an
         assumption. No assumption specified above is limited by reference to
         any other assumption.

3.       THE OPINION

         Based upon and subject to the foregoing and subject to the
         qualifications set out below, we confirm our opinion that the Carnival
         Corporation Guarantee constitutes the legal, valid and binding
         obligations of Carnival Corporation, enforceable against Carnival
         Corporation in accordance with its terms.

4.       QUALIFICATIONS

         The opinion expressed above is subject to the following qualifications
         which are not to be limited by reference to each other:

         4.1      The Courts of the Isle of Man would determine in their
                  discretion whether or not any provision of any document may be
                  severed from the other provisions thereof on account of
                  invalidity illegality or unenforceability in order to save the
                  other provisions thereof.

         4.2      Where any obligation of any person is to be performed in any
                  jurisdiction outside of the Isle of Man, such obligation may
                  not be enforceable under the


                                       2


                  law of the Isle of Man to the extent that the performance
                  thereof would be illegal or contrary to public policy under
                  the laws of that foreign jurisdiction.

         4.3      The courts of the Isle of Man might not give effect to any
                  indemnity for legal costs incurred by a litigant as costs will
                  be in the court's discretion.

         4.4      The effectiveness of any term exculpating a party from a
                  liability or duty otherwise owed may be limited by law.

         4.5      Whilst an Isle of Man court has power to give judgment
                  expressed as an order to pay in a currency other than pounds
                  sterling, it may decline to do so in its discretion.

         4.6      Our opinion is subject to any limitations arising from
                  bankruptcy, insolvency, liquidation, reorganisation, court
                  schemes, moratoriums and similar laws affecting the rights of
                  creditors generally.

         4.7      Enforcement may be limited by general principles of private
                  international law and of equity. Equitable remedies are
                  available only at the discretion of the court and are not
                  available where damages are considered to be an adequate
                  remedy.

         4.8      A foreign judgment could not form the basis of an action in
                  the Isle of Man without a re-trial or re-examination of the
                  matters thereby adjudicated upon if such judgment were
                  obtained by fraud or in a manner contrary to natural justice
                  or if the enforcement were contrary to Isle of Man public
                  policy. Enforcement may be withheld if the relevant judgment
                  is not a final and conclusive money judgment being both
                  unrelated to taxation and free of conflict with any other
                  judgment in the same cause of action.

         4.9      Claims may be or become statute-barred under the Limitation
                  Acts of the Isle of Man or become subject to a defence of
                  set-off or counterclaim.

         4.10     Any provision as to payment of default interest or agreed
                  compensation contained in any document may be unenforceable to
                  the extent that any element of interest or agreed compensation
                  constitutes a penalty rather than a compensatory amount.

         4.11     If proceedings were commenced in the Isle of Man courts any
                  provision in any document to the effect that calculations
                  and/or certifications and/or determinations will be conclusive
                  and binding will not be effective in Manx law if such
                  calculations and/or certifications and/or determinations are
                  fraudulent or erroneous on their face or manifestly inaccurate
                  and will not necessarily prevent judicial enquiry into the
                  merits of any claim by any party


                                       3


                  to any such document respecting any such calculation,
                  certification or determination.

         4.12     Under Isle of Man law the terms of an agreement under hand may
                  be varied by oral or written agreement of the parties and this
                  should be borne in mind if proceedings are intended to be
                  brought in the Isle of Man courts.

         4.13     As regards any provision in any document relating to
                  jurisdiction, Isle of Man courts may stay proceedings if
                  concurrent proceedings are being brought elsewhere.

         4.14     Any clause in any document which provides that remedies in the
                  courts of enforcement shall not be affected by invalidity
                  under other laws could be seen to contemplate the ousting of
                  the jurisdiction of the court by the parties; a Manx court
                  would be unlikely to permit parties to contract out of the
                  invalidating effect of a foreign law where it is material to
                  the transaction envisaged by any document.

         4.15     Save as otherwise specifically stated herein this opinion
                  addresses law and not fact.

         4.16     We do not purport to be experts on and do not purport to be
                  generally familiar with or qualified to express legal opinions
                  based on any law other than the laws of the Isle of Man and
                  accordingly express no legal opinion herein based upon any law
                  other than the laws of the Isle of Man in force at the date
                  hereof.

         4.17     Our opinion is limited to the present laws of the Isle of Man
                  and the present practice of the Isle of Man courts and is
                  limited to facts and circumstances known to us and subsisting
                  at the date hereof.

         4.18     This opinion is given on the basis that it will be governed
                  and construed in accordance with the laws of the Isle of Man,
                  is solely for the benefit of the persons to whom it is
                  addressed and their legal advisers and is not to be disclosed
                  to or relied upon by any other person or for any other purpose
                  nor is it to be quoted or made public in any way, except that
                  we hereby consent to the filing of this opinion as an exhibit
                  to the Registration Statement and to the use of our name in
                  the Registration Statement and in the Prospectus therein as
                  the same appears in the caption "Legal Matters". It is
                  strictly limited to the matters stated herein and does not
                  extend to, and is not to be extended by implication, to any
                  other matters.

Yours faithfully

/s/ Dickinson, Cruickshank & Co

DICKINSON, CRUICKSHANK & CO



                                       4

                                                                    Exhibit 12.1


                           CARNIVAL CORPORATION & PLC
                  PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
                          (In millions, except ratios)
                                   (U.S. GAAP)



                                                         Year Ended November 30,
                                                                   2003
                                                                    (a)

Net income                                                        $1,210

Income tax expense, net                                               25
                                                                  ------

Earnings as adjusted                                               1,235
                                                                  ------

Fixed charges:
     Interest expense, net                                           224
     Interest portion of rent expense (b)                             22
     Capitalized interest                                             60
                                                                  ------

Total fixed charges                                                  306
                                                                  ------

Fixed charges not affecting earnings:
     Capitalized interest                                            (60)
                                                                  ------
Earnings before fixed charges                                     $1,481
                                                                  ======

Ratio of earnings to fixed charges                                    4.8x
                                                                  =======


(a) The pro forma ratio of earnings to fixed charges include the results of
Carnival Corporation and Carnival plc for the year ended November 30, 2003.

(b) Represents one-third of rent expense, which we believe to be representative
of the interest portion of rent expense.

                                                                    Exhibit 23.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 29, 2004 relating to the
financial statements, which appears in the 2003 Annual Report to Shareholders,
which is incorporated by reference in Carnival Corporation and Carnival plc's
joint Annual Report on Form 10-K for the year ended November 30, 2003. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

Miami, Florida
March 1, 2004

                                                                    Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in the registration statement on
Form S-3 of Carnival Corporation and Carnival plc of our report dated 6 February
2003, with respect to the consolidated balance sheets of Carnival plc (formerly
P&O Princess Cruises plc) as of 31 December 2002 and 2001, and the related
consolidated profit and loss accounts, cash flow statements, statements of total
recognised gains and losses and reconciliation of movements in consolidated
shareholders' funds for each of the years in the three-year period ended 31
December 2002, which report appears in the Form 20-F of Carnival plc (formerly
P&O Princess Cruises plc) dated 14 March 2003. Our report refers to the adoption
of FRS19 Deferred Tax. We consent to the reference to our firm under the heading
"Experts" in the prospectus.



/s/ KPMG Audit Plc

KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
1 March 2004

                                                                    Exhibit 25.1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

                     800 Nicollet Mall
                  Minneapolis, Minnesota                        55402
         ----------------------------------------            ----------
         (Address of principal executive offices)            (Zip Code)

                                Richard Prokosch
                         U.S. Bank National Association
                              60 Livingston Avenue
                               St. Paul, MN 55107
                                 (651) 495-3918
            (Name, address and telephone number of agent for service)

                                  Carnival PLC
                              Carnival Corporation
                     (Issuer with respect to the Securities)




                                                
               England and Wales                                   None
               Republic of Panama                               59-1562976
- ------------------------------------------------   ------------------------------------
(State or other jurisdiction of incorporation or   (I.R.S. Employer Identification No.)
                  organization)

- --------------------------------------------------------------------------------
     Carnival House
     5 Gainsford Street
     London, SE1 2NE
     United Kingdom

     3655 N.W. 87th Avenue
     Miami, Florida                                             33178-2428
    ----------------------------------------                    ----------
    (Address of Principal Executive Offices)                    (Zip Code)




                                 DEBT SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)



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

                                    FORM T-1

ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)    NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

                  Comptroller of the Currency
                  Washington, D.C.

            b)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

                        Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
            TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None

ITEMS 3-15  ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE
            TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY
            INDENTURE FOR WHICH THE TRUSTEE ACTS AS TRUSTEE.

ITEM 16.    LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF
            THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION.

            1.    A copy of the Articles of Association of the Trustee.*

            2.    A copy of the certificate of authority of the Trustee to
                  commence business.*

            3.    A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

            4.    A copy of the existing bylaws of the Trustee.*

            5.    A copy of each Indenture referred to in Item 4. Not
                  applicable.

            6.    The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

            7.    Report of Condition of the Trustee as of December 31, 2003,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.



       * Incorporated by reference to Registration Number 333-67188.



                                       2


                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 19th day of February, 2004.


                                       U.S. BANK NATIONAL ASSOCIATION


                                       By: /s/ Richard Prokosch
                                           -------------------------------------
                                           Richard Prokosch
                                           Vice President




By: /s/ Benjamin J. Krueger
    ---------------------------------
    Benjamin J. Krueger
    Trust Officer






                                       3



                                    EXHIBIT 6

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  February 19, 2004


                                       U.S. BANK NATIONAL ASSOCIATION


                                       By: /s/ Richard Prokosch
                                           -------------------------------------
                                           Richard Prokosch
                                           Vice President




By: /s/ Benjamin J. Krueger
    --------------------------------
    Benjamin J. Krueger
    Trust Officer




                                       4




                                    EXHIBIT 7

                        U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2003

                                    ($000's)

                                                                    12/31/2003
                                                                   ------------
ASSETS
     Cash and Due From Depository Institutions                       $8,631,361
     Federal Reserve Stock                                                    0
     Securities                                                      42,963,396
     Federal Funds                                                    2,585,353
     Loans & Lease Financing Receivables                            114,718,888
     Fixed Assets                                                     1,911,662
     Intangible Assets                                               10,254,736
     Other Assets                                                     8,093,654
                                                                   ------------
         TOTAL ASSETS                                              $189,159,050

LIABILITIES
     Deposits                                                      $128,249,183
     Fed Funds                                                        5,098,404
     Treasury Demand Notes                                            3,585,132
     Trading Liabilities                                                213,447
     Other Borrowed Money                                            21,664,023
     Acceptances                                                        123,996
     Subordinated Notes and Debentures                                5,953,524
     Other Liabilities                                                5,173,011
                                                                   ------------
     TOTAL LIABILITIES                                             $170,060,720

EQUITY
     Minority Interest in Subsidiaries                               $1,002,595
     Common and Preferred Stock                                          18,200
     Surplus                                                         11,677,397
     Undivided Profits                                                6,400,138
                                                                   ------------
         TOTAL EQUITY CAPITAL                                      $ 19,098,330

TOTAL LIABILITIES AND EQUITY CAPITAL                               $189,159,050
                                                                   ------------


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

To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.


U.S. BANK NATIONAL ASSOCIATION


By: /s/ Richard Prokosch
    ---------------------------------
    Vice President


Date: February 19, 2004





                                       5