Common use of Form of Face of Security Clause in Contracts

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ 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) (quarterly) (monthly) in arrears 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 ________ of (whether or not a Business Day), as the case maybe, 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 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, 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 _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--— FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "“CODE"”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a)) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-22(a)(2)) OF THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN SECTION 1273(b) OF THE CODE AND TREASURY REGULATION 1.1273-2(a)) OF THIS SECURITY IS ________ AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS _______)_ — or insert other legend required by the Internal Revenue Code and the regulations thereunder. Adelphia Communications Corporation ______________THE INTERPUBLIC GROUP OF COMPANIES, INC. ............................................. CUSIP No. _________ No. _______ [$]__ ($)________ Adelphia Communications CorporationThe Interpublic Group of Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "“Company," ” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of $_______________ [Dollars] on ________. (If _______ [if the Security is to bear interest prior to Maturity, insert --, 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) (quarterly) (monthly) in arrears annually on _______________ and _______________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert— the rate of _______% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment (If [if applicable insert--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 __________ of or __________ (whether or not a Business Day), as the case maybemay 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 Securities are floating or adjustable rate securities with respect to which the principal of or any premium or interest may be determined with reference to an index, insert the text of the floating or adjustable rate provision.) (] [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 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, of (and premium, if any, ) and ([if applicable, insert--—any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in Dollars (dollars [if applicable, insert--insert—; provided, however, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. [If applicable, insert— So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _________, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS __________ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation ____________.] NORTHERN STATES POWER COMPANY (a Minnesota corporation) ............................. No. ___________ No. [$ ] ________ ($)________ Adelphia Communications CorporationNORTHERN STATES POWER COMPANY, a corporation duly organized and existing under the laws of the State of Delaware Minnesota (herein called 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 --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) (quarterly) (monthly) in arrears ] [quarterly][monthly] on ________ and ____ in each year, commencing _________, _________ at the rate of __________% per annum, until the principal hereof is paid or made available for payment (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 ___________ of __________ (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______Minneapolis, Minnesota, in Dollars ([if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--—FOR PURPOSES OF SECTION 1272 SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 20 [, — AND] THE YIELD TO MATURITY IS ___%. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation __, 20___ TO _________, 20___ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] FORD MOTOR COMPANY _____% [NOTE] [DEBENTURE] DUE ____________________ [CUSIP No. ________ ($)________ Adelphia Communications Corporation_] $ No. FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "“Company," ”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears 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--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 ________ of or (whether or not a Business Daybusiness day), as the case maybemay 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 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, 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 _______the Borough of Manhattan, the City and State of New York in Dollars (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--insert—; and in immediately available funds] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)] [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by wire transfer [of immediately available funds] to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SECTIONS 1272, 1273 AND 1275 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (AMENDED, THE "CODE")ISSUE PRICE OF THIS SECURITY WAS EQUAL TO ___% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS __________, 199_[,] [AND] THE YIELD TO MATURITY IS ___% [, THE METHOD USED TO DETERMINE THE YIELD IS ________ [AND] THE AMOUNT OF ORIGINAL ISSUE PRICE (AS DEFINED IN DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF __________, 19__ TO _______, 19_ IS __% OF THE PRINCIPAL AMOUNT OF THIS SECURITY] [AND, FOR PURPOSES OF TREASURY REGULATION REGULATIONS SECTION 1.12731.1275-2) 4, THE COMPARABLE YIELD OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY PROJECTED PAYMENT SCHEDULE OF THIS SECURITY IS _______). Adelphia Communications Corporation _______.] AMERCO _______________________________ CUSIP No.__________ No. ___________ ($)________ Adelphia Communications CorporationAMERCO, a corporation duly organized and existing under the laws of the State of Delaware Nevada (herein called the "Company," which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , __________________________________ or registered assigns, the principal sum of $______________________ Dollars on ________. (If ____________________________________ [if the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears on ________ and in _______ (each year"an Interest Payment Date"), commencing ___________, at the rate of _______% per annum, until the principal hereof is paid or made available for payment (If applicable [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 ___________________________ of or ____________________________(whether or not a Business Day), as the case maybemay 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 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, 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 _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.Predecessor

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________________ XXXXXXXXX-XXXX COMPANY ........................ No. ________ ($)________ Adelphia Communications CorporationXXXXXXXXX-XXXX COMPANY, a corporation duly organized and existing under the laws of the State of Delaware New Jersey (herein called 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 $_______ $ 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) (quarterly) (monthly) in arrears 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 ________ of (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and (if applicable, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, insert--INSERT-- FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a)) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-22(a)(2)) OF THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN SECTION 1273(b) OF THE CODE AND TREASURY REGULATION 1.1273-2(a)) OF THIS SECURITY IS ________ AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS _______)_ -- or insert other legend required by the Internal Revenue Code and the regulations thereunder. Adelphia Communications Corporation THE INTERPUBLIC GROUP OF COMPANIES, INC. ............................................. No. ________________ [$]________ No. ________ ($)________ Adelphia Communications CorporationThe Interpublic Group of Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "CompanyCOMPANY," 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_______ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, insert --, 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) (quarterly) (monthly) in arrears annually on _______________ and _______________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert-- the rate of _______% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment (If applicable insert--[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 __________ of or __________ (whether or not a Business Day), as the case maybemay 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 Securities are floating or adjustable rate securities with respect to bear which the principal of or any premium or interest prior may be determined with reference to Maturityan index, insert--insert the text of the floating or adjustable rate provision.] [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 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, of (and premium, if any) and [IF APPLICABLE, and (if applicable, insertINSERT--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in Dollars (if applicabledollars [IF APPLICABLE, insert--INSERT--; providedPROVIDEd, howeverHOWEVEr, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. [If applicable, insert-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert -- FOR PURPOSES OF SECTION 1272 SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS ____________% OF ITS PRINCIPAL AMOUNT, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS ______________, 19__, [AND] THE YIELD TO MATURITY IS ____% [, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) METHOD USED TO DETERMINE THE YIELD FOR THE SHORT ACCRUAL PERIOD OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY ________ , 19__ TO ________, 19__, IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY OF THIS SECURITY THE SHORT ACCRUAL PERIOD IS _______% OF THE PRINCIPAL AMOUNT OF THIS SECURITY]. [THIS SECURITY WAS ISSUED WITHOUT A SHORT ACCRUAL PERIOD.] INGERSOLL-RXXX XXXXXXX [Title of the Security] No. $__________ INGERSOLL-RXXX XXXXXXX, x corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to ____________________ _____________________________, or registered assigns, the principal sum of _________________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , 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) (quarterly) (monthly) in arrears semiannually on ________________ and ______________ in each year, commencing ___________, at the rate of _______% per annumannum provided in the title hereof, until the principal hereof is paid or made available for payment ([If applicable insert--insert ___, and, subject to the terms of the Indenture, at the rate per annum provided in the title hereof on any overdue principal and premium 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 instalment 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 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 __________ of or _________ (whether or not a Business Day), as the case maybemay 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 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--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 or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _______% [yield to maturity]% 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 _______% [yield to maturity]% 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.) ] [In the case of Securities issued to a Trust, insert any interest deferral or extension provisions and any additional covenants] Payment of the principal of, of (and premium, if any) and interest, and (if applicableany, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the Borough of Manhattan, The City of New York, in Dollars (if applicable, insert--[coin or currency]; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person person entitled thereto as such address shall appear in the Security Register). Reference is hereby made The indebtedness evidenced by this Security is, to the further extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security set forth Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the reverse subordination so provided and (c) appoints the Trustee his attorney-in- fact for any and all such purposes. Each Holder hereof, which further by his acceptance hereof, waives all notice of the acceptance of the subordination provisions shall for all purposes have contained herein and in the same effect as if set forth at this placeIndenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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.

Form of Face of Security. ([If the Security is an Original Issue Discount a Global Security, insert--insert the legends required by Section 204 of the Indenture] THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1272 OF THE SECTIONS 1272, 1273 AND 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED (AMENDED, THE "CODE")ISSUE PRICE OF THIS SECURITY IS 55.185% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) IS $448.15 PER $1,000 OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______STATED FACE AMOUNT, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF IS JUNE 1,1999 AND THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY YIELD TO MATURITY IS _12 1/4%. NEXTLINK Communications, Inc. 12 1/4% SENIOR DISCOUNT NOTES DUE 2009 CUSIP NUMBER: 00000XXX0 38 No. ______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation ________$_______________ No. ________ ($)________ Adelphia Communications CorporationNEXTLINK Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $_______ on ________. (If the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from _______________ Dollars on June 1, 2009, and to pay interest thereon from June 1, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, (semi-annually) (quarterly) (monthly) in arrears annually on ________ June 1, and December 1 in each year, commencing _________December 1, 2004 at the rate of _______12 1/4% 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)payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ of May 15 or November 15 (whether or not a Business Day), as the case maybemay 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 accrue interest until June 1, 2004, except in the case of a default in payment of principal upon accelerationand premium, if any, upon redemption acceleration or at Stated Maturity and redemption, in which case interest shall be payable pursuant to the preceding paragraph on such case the overdue principal of this Security (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of _______12.25% 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 and 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 on unpaid interest shall also be payable on demand.) Payment . If this Security is issued in the form of a Global Security, payments of the principal of, of (and premium, if any) and interest on this Security shall be made in immediately available funds to the Depositary. If this Security is issued in certificated form, payment of the principal of (and (premium, if applicable, insert--any suchany) and interest on this Security will be made at the corporate trust office of the Trustee and at the office or agency of the Company maintained for that purpose in _______the Borough of Manhattan, The City of New York, New York, and at any other office or agency maintained by the Company for such purpose, in Dollars (if applicablesuch coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, insert--; provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a)) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-22(a)(2)) OF THIS SECURITY IS _______ _, THE ISSUE PRICE (AS DEFINED IN SECTION 1273(b) OF THE CODE AND THE YIELD TO MATURITY TREASURY REGULATION 1.1273-2(a)) OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________, AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS ________ -- or insert other legend required by the Internal Revenue Code and the regulations thereunder. TRUE NORTH COMMUNICATIONS INC. ......................... No. ________ ([$)]________ Adelphia True North Communications CorporationInc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of $____________________ [Dollars] on ________. (If __________________ [the Security is to bear interest prior to Maturity, insert ---------------------------------------------------- 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) (quarterly) (monthly) in arrears annually on _______ and ________ and in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert -- the rate of _______% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment (If [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 _____ of (whether or not a Business Day), as the case maybemay 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 Securities are floating or adjustable rate securities with respect to which the principal of or any premium or interest may be determined with reference to an index, insert the text of the floating or adjustable rate provision.) (] [If the Security is not to bear interest prior to Maturity, insert--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 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, of (and premium, if any, ) and ([if applicable, ------------- insert--any such) ] interest on this Security will be made at the office or agency ------ of the Company maintained for that purpose in _________, in Dollars (dollars [if -- applicable, insert--; provided, however, that at the option of the Company ------------------ payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. [If applicable, insert -- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (If the Security is an Original Issue Discount SecuritySUCCESS BANCSHARES, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS INC. _____% Junior Subordinated Deferrable Interest Debentures due ______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS ___2028 No. ____ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation ________$_______________ No. ________ SUCCESS BANCSHARES, INC., an Illinois corporation ($)________ Adelphia Communications Corporationhereinafter called "SUCCESS BANCSHARES", a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Success Capital Trust I, or registered assigns, the principal sum of $_______ on ________. (If the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from _ Dollars on ____________, 2028, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture; provided that Success Bancshares may shorten the Stated Maturity of the principal of this Security to a date not earlier than ___________, 2003. Success Bancshares further promises to pay interest on said principal from __________ __, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly (semi-annually) (quarterly) (monthlysubject to deferral as set forth herein) in arrears on ________ the 15th day of March, June, September and in December of each year, commencing __________ __, 1998 at the rate of _______% per annum, together with Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the principal hereof is paid or duly provided for or made available for payment (If applicable insert--payment; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable) at ), compounded quarterly from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate of ________% per annum by four. The initial payment of interest on any overdue principal Security that is issued between a Regular Record Date and premium the related Interest Payment Date shall be computed on a pro rata basis, based on the number of days between such Regular Record Date and such Interest Payment Date, and shall be payable on any overdue installment of interest)the next succeeding Interest Payment Date following such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the 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 interestinterest installment, which shall be the ________ 15th day of March, June, September and December (whether or not a Business Day), as the case maybemay be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall 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 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, 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 _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE CODE, XXX XXXXXX XX XXXXXXXX XXXXX XXXXXXXX XX XXXX SECURITY IS % OF 1986ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , AS AMENDED (20 [, -- AND] THE "CODE"), YIELD TO MATURITY IS ____ %. [THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF METHOD USED TO DETERMINE THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation _____, 20__ TO __________, 20__ is _____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] FORD MOTOR COMPANY _____% [NOTE] [DEBENTURE] DUE ____________________ ____________________ [CUSIP No. ________ ($)________ Adelphia Communications Corporation_] $ No. FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears 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 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 ________ of or (whether or not a Business Daybusiness day), as the case maybemay 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 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, 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 _______the Borough of Manhattan, the City and State of New York in Dollars (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--; and in immediately available funds] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by wire transfer [of immediately available funds] to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (If the Security is an Original Issue Discount Security[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, insert--INSERT-- FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a)) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-22(a)(2)) OF THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN SECTION 1273(b) OF THE CODE AND TREASURY REGULATION 1.1273-2(a)) OF THIS SECURITY IS ________ AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(b)) OF THIS SECURITY IS _______)_ -- or insert other legend required by the Internal Revenue Code and the regulations thereunder. Adelphia Communications Corporation THE INTERPUBLIC GROUP OF COMPANIES, INC. ............................. No. ________________ [$]________ No. ________ ($)________ Adelphia Communications CorporationThe Interpublic Group of Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "CompanyCOMPANY," 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_______ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, insert --, 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) (quarterly) (monthly) in arrears annually on _______________ and _______________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert-- the rate of _______% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment (If applicable insert--[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 __________ of or __________ (whether or not a Business Day), as the case maybemay 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 Securities are floating or adjustable rate securities with respect to bear which the principal of or any premium or interest prior may be determined with reference to Maturityan index, insert--insert the text of the floating or adjustable rate provision.] [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 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, of (and premium, if any) and [IF APPLICABLE, and (if applicable, insertINSERT--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, in Dollars (if applicabledollars [IF APPLICABLE, insert--INSERT--; providedPROVIDED, howeverHOWEVER, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. [If applicable, insert-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert -- FOR PURPOSES OF SECTION 1272 SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS ____________% OF ITS PRINCIPAL AMOUNT, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS ______________, 19__, [AND] THE YIELD TO MATURITY IS ____% [, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) METHOD USED TO DETERMINE THE YIELD FOR THE SHORT ACCRUAL PERIOD OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY ________ , 19__ TO ________, 19__, IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY OF THIS SECURITY THE SHORT ACCRUAL PERIOD IS _______% OF THE PRINCIPAL AMOUNT OF THIS SECURITY]. [THIS SECURITY WAS ISSUED WITHOUT A SHORT ACCRUAL PERIOD.] INGERSOLL-RAND XXXXXXX [Title of the Security] No. $__________ INGERSOLL-RAND XXXXXXX, x xxxporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to ____________________ _____________________________, or registered assigns, the principal sum of _________________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , 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) (quarterly) (monthly) in arrears semiannually on ________________ and ______________ in each year, commencing ___________, at the rate of _______% per annumannum provided in the title hereof, until the principal hereof is paid or made available for payment ([If applicable insert--insert ___, and, subject to the terms of the Indenture, at the rate per annum provided in the title hereof on any overdue principal and premium 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 instalment 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 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 __________ of or _________ (whether or not a Business Day), as the case maybemay 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 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--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 or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _______% [yield to maturity]% 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 _______% [yield to maturity]% 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, of (and premium, if any) and interest, and (if applicableany, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the Borough of Manhattan, The City of New York, in Dollars (if applicable, insert--[coin or currency]; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person person entitled thereto as such address shall appear in the Security Register). Reference is hereby made The indebtedness evidenced by this Security is, to the further extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security set forth Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the reverse subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, which further by his acceptance hereof, waives all notice of the acceptance of the subordination provisions shall for all purposes have contained herein and in the same effect as if set forth at this placeIndenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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.

Form of Face of Security. (If [Insert any legend required by the Security is an Original Issue Discount SecurityInternal Revenue Code and the regulations thereunder.] NEXTEL COMMUNICATIONS, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS INC. -------------------------- CUSIP No. $_______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______NEXTEL COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to _______________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_________ [Dollars] [if other than Dollars, substitute other currency units] on ________. (If , _____ [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], ([semiannually] [if other than semi-annually) (quarterly) (monthly) in arrears annual interest at a fixed rate, insert frequency of payment and payment dates] on ________ and _______ in each year, commencing ___________, at [if the Security is to bear interest at a fixed rate, insert -- the rate of _______% per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment (If applicable insert--payment] [if applicable, insert --, and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert -- the rate of ________% per annum on any overdue principal and premium and on any overdue installment of interest)interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of twelve 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.] 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 _________ of or __________ (whether or not a Business Day), as the case maybemay 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 Securities are securities with respect to which the principal of or any premium or interest on, may be determined with reference to one or more indices or formulas, insert the text of such indices or formulas.) (] [If the Security is not to bear interest prior to Maturity, insert--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 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, of (and premium, if any, ) and ([if applicable, insert--insert -- any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________ in such coin or currency of [the United States of America] [insert other currency or currency unit, in Dollars (if applicable] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert--insert --; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION for purposes of Section 1272 OF THE INTERNAL REVENUE CODE OF of the Internal Revenue Code of 1986, AS AMENDED as amended (THE the "CODECode"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT the amount of original issue discount (AS DEFINED IN SECTION as defined in Section 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION of the Code and Treasury Regulation Section 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS with respect to this Security is _______, THE ISSUE PRICE the issue price (AS DEFINED IN TREASURY REGULATION SECTION as defined in Treasury Regulation Section 1.1273-2) OF THIS SECURITY IS of this Security is _______, THE ISSUE DATE the Issue Date (AS DEFINED IN SECTION as defined in Section 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION of the Code and Treasury Regulation Section 1.1273-2) OF THIS SECURITY IS of this Security is _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS and the yield to maturity of this Security is _______). Adelphia Communications Corporation _______________________ Kforce Inc. No. ________ ($)________ Adelphia Communications CorporationKforce Inc., a corporation duly organized and existing under the laws of the State of Delaware Florida (herein called 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 $_______ 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) (quarterly) (monthly) in arrears 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 the 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 ________ of (whether or not a Business Day), as the case maybe, 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 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, 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 _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (AND THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS REGULATIONS THEREUNDER.] Xxxxxx Laboratories ---------------------------------- No. _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ $_______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS Xxxxxx Laboratories, a corporation duly organized and existing under the laws of Illinois (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______). Adelphia Communications Corporation ___________________________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________________________________________, or registered assigns, the principal sum of $____________________________________ ___________________________________________________________________ Dollars on ________. (If the Security is to bear interest prior to Maturity______________________________________________________ [IF THE SECURITY IS TO BEAR INTEREST, insert --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) (quarterly) (monthly) in arrears 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--[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 instalment 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 _________ of or __________ (whether or not a Business Day), as the case maybemay 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]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, insert--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 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, of (and premium, if any, ) and (if applicable, insert--[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 _______Chicago, Illinois, in Dollars (if applicablesuch 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, insert--; provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (If [Insert any legend required by the Security is an Original Issue Discount SecurityInternal Revenue Code and the regulations thereunder.] NEXTEL COMMUNICATIONS, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS INC. ----------------------- CUSIP No. $_______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______NEXTEL COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to _______________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_________ [Dollars] [if other than Dollars, substitute other currency units] on ________. (If , _____ [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], ([semiannually] [if other than semi-annually) (quarterly) (monthly) in arrears annual interest at a fixed rate, insert frequency of payment and payment dates] on ________ and _______ in each year, commencing ___________, at [if the Security is to bear interest at a fixed rate, insert -- the rate of _______% per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment (If applicable insert--payment] [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert -- the rate of ________% per annum on any overdue principal and premium and on any overdue installment of interest)interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of twelve 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.] 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 _________ of or __________ (whether or not a Business Day), as the case maybemay 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 Securities are securities with respect to which the principal of or any premium or interest on, may be determined with reference to one or more indices or formulas, insert the text of such indices or formulas.) (] [If the Security is not to bear interest prior to Maturity, insert--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 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, of (and premium, if any, ) and ([if applicable, insert--insert -- any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________ in such coin or currency of [the United States of America] [insert other currency or currency unit, in Dollars (if applicable] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert--insert -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR -------------------------------------------------------------- PURPOSES OF SECTION 1272 OF THE XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 200 [, -- AND] THE YIELD TO MATURITY IS _____%. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation ________, 200__TO _______________________ No. , 200__IS ________ ($)________ Adelphia Communications Corporation% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] ICOS CORPORATION $ No. ICOS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert -------------------------------------------------------- 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) (quarterly) (monthly) in arrears semiannually on ________ and in each year, commencing _________, [If the Security is to bear interest at a fixed rate, insert--at the rate of _______----------------------------------------------------------- % per annum] [if the Security is to bear interest at an adjustable rate, insert- ----------------------------------------------------------------- -at a rate per annum computed or determined in accordance with the provisions below], until the principal hereof is paid or made available for payment ([If applicable -- 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 ________ of or (whether or not a Business Day), as the case maybemay 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 acceleration or redemption or at the 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, 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 _______, the City and State of New York in Dollars (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--insert-- --------------------- ; provided, however, that at the option of the Company payment of interest may -------- ------- be made by check mailed on or before the relevant Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register)]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _________, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS __________ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation ____________.] OGE ENERGY CORP. ............................. No. ___________ No. [$ ] ________ ($)________ Adelphia Communications CorporationOGE ENERGY CORP., a corporation duly organized and existing under the laws of the State of Delaware Oklahoma (herein called 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 --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) (] [quarterly) (] [monthly) in arrears ] on ________ and ____ in each year, commencing _________, _________ at the rate of __________% per annum, until the principal hereof is paid or made available for payment (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 Securitiespredecessor securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ___________ of __________ (whether or not a Business Day), as the case maybemay 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 Securitiespredecessor 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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______Oklahoma City, Oklahoma, in Dollars ([if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert -- FOR PURPOSES OF SECTION 1272 SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS ____________% OF ITS PRINCIPAL AMOUNT, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS ______________, 20__, [AND] THE YIELD TO MATURITY IS ____% [, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) METHOD USED TO DETERMINE THE YIELD FOR THE SHORT ACCRUAL PERIOD OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY ________ , 20__ TO ________, 20__, IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY OF THIS SECURITY THE SHORT ACCRUAL PERIOD IS _______% OF THE PRINCIPAL AMOUNT OF THIS SECURITY]. [THIS SECURITY WAS ISSUED WITHOUT A SHORT ACCRUAL PERIOD.] XXXXXXXXX-XXXX COMPANY [Title of the Security] No. $ ---------- Cusip No. ------------- XXXXXXXXX-XXXX COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to _________________________________________________, or registered assigns, the principal sum of _________________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , 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) (quarterly) (monthly) in arrears semiannually on ________________ and ______________ in each year, commencing ___________, at the rate of _______% per annumannum provided in the title hereof, until the principal hereof is paid or made available for payment ([If applicable insert--insert --, and, subject to the terms of the Indenture, at the rate per annum provided in the title hereof on any overdue principal and premium 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 instalment 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 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 __________ of or _________ (whether or not a Business Day), as the case maybemay 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 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]. [Interest, if any, shall be computed on the basis of a year of twelve 30-day months.) (] [If the Security is not to bear interest prior to Maturity, insert--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 or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _______% [yield to maturity]% 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 _______% [yield to maturity]% 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.) ] [In the case of Securities issued to a Trust, insert any interest deferral or extension provisions and any additional covenants] Payment of the principal of, of (and premium, if any) and interest, and (if applicableany, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the Borough of Manhattan, The City of New York, in Dollars (if applicable, insert--[coin or currency]; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person person entitled thereto as such address shall appear in the Security Register). Reference is hereby made The indebtedness evidenced by this Security is, to the further extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security set forth Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the reverse subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, which further by his acceptance hereof, waives all notice of the acceptance of the subordination provisions shall for all purposes have contained herein and in the same effect as if set forth at this placeIndenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS FIRST SECURITY IS CORPORATION __% Junior Subordinated Debentures due _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS ___ No. _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _____________ AND THE YIELD TO MATURITY OF THIS SECURITY IS CUSIP _______). Adelphia Communications Corporation ____ $_______________________ No. ________ ($)________ Adelphia Communications CorporationFIRST SECURITY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein hereinafter called 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 ________. __ __, ____[; provided that the Company may, subject to certain conditions set forth in Section 3.14 of the Indenture, (If i) shorten the Stated Maturity of the principal of this Security is to bear interest prior to Maturity, insert --a date not earlier than __________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, but in no event to a date later than __________]. The Company further promises to pay interest thereon on said principal sum from _____________, _________ or from the most recent interest payment date (each such date, an "Interest Payment Date to Date") on which interest has been paid or duly provided for, ([monthly] [quarterly] [semi-annually) ] [if applicable, insert - (quarterly) (monthly) subject to deferral as set forth herein)] in arrears on [insert applicable Interest Payment Dates] of each year, commencing ________ and in each year_____, commencing _______________, at the rate of _______% per annum, until the principal hereof shall have become due and payable, [if applicable, insert - plus Additional Interest, if any,] until the principal hereof is paid or duly provided for or made available for payment (If applicable insert--[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 (without duplication and to the extent that payment of such interest is enforceable under applicable law) 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 ________ of (whether or not a Business Day), as the case maybe, 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 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 annum, compounded [monthly] [quarterly] [semi-annually]. The amount of such interest payable for any period shall be legally enforceable), which shall accrue from computed on the date basis of such default in payment to the date payment twelve 30-day months and a 360- day year. The amount of such principal has been made or duly provided for. Interest on interest payable for any overdue principal partial period shall be payable computed 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 basis of the principal of, and premium, if any, and (if applicable, insert--number of days elapsed in a 360-day year of twelve 30-day months. In the event that any such) date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made at on the office next succeeding day which is a Business Day (and without any interest or agency other payment in respect of any such delay), except that, if such Business Day is in the Company maintained for that purpose in _______next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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 each case with the same force and effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to made on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under date the Indenture or be valid or obligatory for any purpose.payment was originally payable. A "Business Day" shall

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert ______ FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SXXXXXXX 0000, 0000 XXX 0000 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS _____________% OF ITS PRINCIPAL AMOUNT, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS ____________________________________, 19___[,] [AND] THE YIELD TO MATURITY IS ________________%[, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF METHOD USED TO DETERMINE THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY YIELD IS ______________________ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY ______________________________, 19____ TO ________________________________, 19____ IS ______________% OF THE PRINCIPAL AMOUNT OF THIS SECURITY]. PORTLAND GENERAL ELECTRIC COMPANY [INSERT TITLE OF SECURITIES] No._______________ $_____________ Portland General Electric Company, a corporation duly organized and existing under the laws of the State of Oregon (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to). Adelphia Communications Corporation , for value received, hereby promises to pay to ___________________________, or registered assigns, the principal sum of _____________ Dollars on _____________________________________________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ 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) (quarterly) (monthly) in arrears 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--[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 Indenturethe Indenture described on the reverse hereof, 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 ___________________________ of or ____________________________ (whether or not a Business Day), as the case maybemay 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--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 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, of (and premium, if any, ) and ([if applicable, insert--insert - any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the Borough of Manhattan, the City of New York, State of New York, in Dollars (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--insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. (If the Security is an Original Issue Discount SecurityMERISTAR HOSPITALITY CORPORATION MERISTAR HOSPITALITY OPERATING PARTNERSHIP, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS L.P. No. _______ [$]________ MeriStar Hospitality Corporation, THE ISSUE PRICE a corporation duly organized and existing under the laws of Maryland (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2herein called the "COMPANY," which term includes any successor corporation under the Indenture hereinafter referred to) OF THIS SECURITY IS _______and MeriStar Hospitality Operating Partnership (herein called the "Partnership," which term includes any successor corporation under the Indenture hereinafter referred to, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______and, together with the Company, the "ISSUERS"). Adelphia Communications Corporation , for value received, hereby promise to pay to _______________________ No. ________ ($)________ Adelphia Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______________ [Dollars] on ________. (If _______ [if the Security is to bear interest prior to Maturity, insert --, 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) (quarterly) (monthly) in arrears annually on _______________ and _______________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert-- the rate of _______% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment (If [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 principal, premium, other amounts and on any overdue installment of interest)]. The interest so payable[If applicable, and punctually paid or duly provided for, on any insert -- 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 payable in cash commencing ________ of (whether or not a Business Day)____.] [If applicable, as the case maybeinsert -- Until __________, 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 [If the Securities are floating or adjustable rate securities with respect 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 principal of this series or any premium, other amounts or interest may be listeddetermined with reference to an index, and upon such notice as may be required by such exchange, all as more fully provided in said Indentureinsert the text of the floating or adjustable rate provision.) (] [If the Security is not to bear interest prior to Maturity, insert--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 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, of (and premiumpremium and other amounts, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company Issuers maintained for that purpose in _______New York, in Dollars (dollars [if applicable, insert--; provided, however, that at the option of the Company Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). Notwithstanding the foregoing, a Holder of $1,000,000 or more in aggregate principal amount of Securities of any series in definitive form, whether having identical or different terms and provisions, having the same Interest Payment Dates will, at the option of the Issuers, be entitled to receive interest payments, other than at Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for the Securities of such series at least 15 days prior to the applicable Interest Payment Date. Any wire instructions received by the Trustee for the Securities of such series shall remain in effect until revoked by the Holder]. [If applicable, insert-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium and other amounts, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium and other amounts, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Issuers, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (If [insert any legend required by the Security is an Original Issue Discount SecurityInternal Revenue Code and the --------------------------------------------------------------- regulations thereunder.] ---------------------- BROOKDALE LIVING COMMUNITIES, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS INC. ---------------------------------- No._______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _____ $_______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS CUSIP No. _______). Adelphia Communications Corporation _______________________ No. ________ ($)________ Adelphia Communications CorporationBrookdale Living Communities, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________________, or registered assigns, the principal sum of $_______________________ Dollars on ________. (If ______ [if the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears 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--[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 __________ of or ________ (whether or not a Business Day), as the case maybemay 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--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 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, of (and premium, if any, ) and ([if applicable, insert---------------- insert -- any such) ] interest on this Security will be made at the office or ------ agency of the Company maintained for that purpose in __________________, in Dollars (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--insert --; --------------------- provided, however, that at the option of the Company payment of interest may be -------- ------- made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register). , provided that such Person shall have given the Trustee written wire instructions -------- at least five Business Days prior to the applicable Interest Payment Date.] [If the Security is payable in a foreign currency, insert -- the -------------------------------------------------------- appropriate provision.] 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.

Form of Face of Security. (If the Security is an Original Issue Discount SecurityTRIARC COMPANIES, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS INC. No. _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________[$]________ No. ________ ($)________ Adelphia Communications CorporationTriarc Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "CompanyCOMPANY," which term includes any successor corporation entity 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_______ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, insert --, 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) (quarterly) (monthly) in arrears annually on _______________ and _______________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [IF THE SECURITY IS TO BEAR INTEREST AT A FIXED RATE, INSERT-- the rate of _______% per annum], [IF THE SECURITY IS TO BEAR INTEREST AT A VARIABLE OR FLOATING RATE AND IF DETERMINED WITH REFERENCE TO AN INDEX, REFER TO DESCRIPTION OF INDEX BELOW] until the principal hereof is paid or made available for payment (If applicable insert--[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 principal, premium, other amounts and on any overdue installment of interest)]. [IF APPLICABLE, INSERT--Interest shall be payable in cash commencing ___________.] [IF APPLICABLE, INSERT--Until __________, interest shall be payable through the addition of such interest to the then outstanding principal amount of this Security.] 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 __________ of or __________ (whether or not a Business Day), as the case maybemay 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 SECURITIES ARE FLOATING OR ADJUSTABLE RATE SECURITIES WITH RESPECT TO WHICH THE PRINCIPAL OF OR ANY PREMIUM, OTHER AMOUNTS OR INTEREST MAY BE DETERMINED WITH REFERENCE TO AN INDEX, INSERT THE TEXT OF THE FLOATING OR ADJUSTABLE RATE PROVISION.) (If the Security is not to bear interest prior to Maturity] [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, insert--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 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, of (and premiumpremium and other amounts, if any) and [IF APPLICABLE, and (if applicable, insertINSERT--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______New York, in Dollars (if applicabledollars [IF APPLICABLE, insert--INSERT--; providedPROVIDED, howeverHOWEVER, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). Notwithstanding the foregoing, a Holder of $1,000,000 or more in aggregate principal amount of Securities of any series in definitive form, whether having identical or different terms and provisions, having the same Interest Payment Dates will, at the option of the Company, be entitled to receive interest payments, other than at Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for the Securities of such series at least 15 days prior to the applicable Interest Payment Date. Any wire instructions received by the Trustee for the Securities of such series shall remain in effect until revoked by the Holder]. [IF APPLICABLE, INSERT-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium and other amounts, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium and other amounts, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, PROVIDED that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _________, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS ________ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______)_. Adelphia Communications Corporation ______________MICHIGAN CONSOLIDATED GAS COMPANY ......................... No._________ No. [$]_________ ($)________ Adelphia Communications CorporationMICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under the laws of the State of Delaware Michigan (herein called 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 --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) (] [quarterly) (] [monthly) in arrears ] on _______ and ________ 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 _____ of _____ of (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______, in Dollars ([if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 [, -- AND] THE YIELD TO MATURITY IS ___ %. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation ________, 19__ TO ___________, 19__ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] FORD MOTOR COMPANY ___% NOTE DUE ______________ ______________________________________ [CUSIP No. ________ ($)________ Adelphia Communications Corporation_] $ No. FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears 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 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 ________ of or (whether or not a Business Daybusiness day), as the case maybemay 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 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, 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 _______the Borough of Manhattan, the City and State of New York in Dollars (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--; and in immediately available funds] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by wire transfer [of immediately available funds] to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS ____________, 19 [, -- AND] THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY YIELD TO MATURITY IS ___ %. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS 21 _______). Adelphia Communications Corporation ______, 19__ TO ___________, 19__ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] FORD MOTOR COMPANY ___% NOTE DUE ______________ ______________________________________ [CUSIP No. ________ ($)________ Adelphia Communications Corporation] $ No. FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears 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 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 ________ of or (whether or not a Business Daybusiness day), as the case maybemay 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 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 22 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, 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 _______the Borough of Manhattan, the City and State of New York in Dollars (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--; and in immediately available funds] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by wire transfer [of immediately available funds] to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register]. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder of this Security, by his acceptance of the same, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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.

Form of Face of Security. (If the Security is an Original Issue Discount SecurityALLEGIANT BANCORP, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________________ NoINC. ________ ($)___% Junior Subordinated Debentures due _____ Adelphia Communications Corporation__, 2031 No. 1 $31,168,850 Allegiant Bancorp, Inc., a Missouri corporation duly organized and existing under the laws of the State of Delaware (herein hereinafter called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Allegiant Capital Trust II, or registered assigns, the principal sum of Thirty One Million One Hundred Sixty-Eight Thousand Eight Hundred Fifty Dollars ($__31,168,850) on _____ on __, 2031, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture provided that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than _____ ____, 2006. (If the Security is to bear interest prior to Maturity, insert --, and The Company further promises to pay interest thereon on said principal from _____ ___________ , 2001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly (semi-annually) (quarterly) (monthlysubject to deferral as set forth herein) in arrears on ________ March 31, June 30, September 30 and in December 31 of each year, commencing ________ __, 2001 at the rate of _______% per annum, together with Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the principal hereof is paid or duly provided for or made available for payment (If applicable insert--payment; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable) at ), compounded quarterly from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate of ________% per annum by four. The initial payment of interest on any overdue principal Security that is issued between a Regular Record Date and premium the related Interest Payment Date shall be computed on a pro rata basis, based on the number of days between such Regular Record Date and such Interest Payment Date, and shall be payable on any overdue installment of interest)the next succeeding Interest Payment Date following such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the 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 interestinterest installment, which shall be the ________ 15th day of (whether or not a Business Day), as the case maybe, next preceding month in which such Interest Payment DateDate falls. Any such interest not so punctually paid or duly provided for will shall 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.. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an "Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, as then in effect, and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, (If b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Security Company that rank pari passu with or junior in interest to this Security, including the Company's obligations associated with the Preferred Securities and the 9.875% junior subordinated debentures due 2029 issued by the Company on August 2, 1999, which are currently held by Allegiant Capital Trust I, or (c) redeem, purchase or acquire less than all of the Securities or any of the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or shareholder stock purchase plan (ii) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is not the same stock as that on which the dividend is being paid or ranks pari passu with or junior to bear such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 20 consecutive quarterly interest prior to Maturitypayment periods, insert--The extend beyond the Stated Maturity of the principal of this Security shall not bear interest except in or end on a date other than an Interest Payment Date. Upon the case termination of a default in any such Extension Period and upon the payment of principal upon accelerationall accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, upon redemption or the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at Stated Maturity the end thereof, but each installment of interest that would otherwise have been due and in payable during such case the overdue principal of this Security Extension Period shall bear interest at the rate of _______% per annum Additional Interest (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 annum, compounded quarterly and calculated as set forth in the extent that the payment first paragraph of such interest shall be legally enforceable)this Security, which shall accrue from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or so long as such securities are held by Allegiant Capital Trust II, or at least one Business Day prior to the earlier of (a) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (b) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such demand for payment to Preferred Securities of the record date or the date payment of such interest has been made or duly provided forDistributions are payable, and but in any event not less than one Business Day prior to such interest shall also be payable on demand.) record date. Payment of the principal of, of (and premium, if any, ) and (if applicable, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the United States, in Dollars (if applicable, insert--such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, provided however, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (b) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable. The indebtedness evidenced by this Security Register)is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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 or facsimile signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS __________, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation ______________.] WISCONSIN PUBLIC SERVICE CORPORATION ------------------------------------- No. _________ No. [$] _________ ($)________ Adelphia Communications CorporationWISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware Wisconsin (herein called 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 --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) (] [quarterly) (] [monthly) in arrears ] [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 _____ of _____ of (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______, in Dollars ([if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Prior to the Release Date (as hereinafter defined), the Securities will be secured by First Mortgage Bonds (the "Collateral Bonds") issued and delivered by the Company to the Trustee for the benefit of the Holders of the Securities (as defined herein), issued under the First Mortgage and Deed of Trust dated January 1, 1941, from the Company to First Wisconsin Trust Company (now known as Firstar Bank Milwaukee, N.A.), Milwaukee, Wisconsin, as supplemented and amended by the supplemental indentures thereto (the "First Mortgage Indenture"). Reference is made to the First Mortgage Indenture and the Indenture for a description of the rights of the Trustee as holder of the Collateral Bonds, the property mortgaged and pledged under the First Mortgage Indenture, the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the applicable Mortgage Trustee, the terms and conditions upon which the Collateral Bonds are held by the Trustee for the benefit of the Holders of Securities, and the circumstances under which additional First Mortgage Bonds may be issued. FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN COLLATERAL BONDS) ISSUED UNDER THE FIRST MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE FIRST MORTGAGE INDENTURE) AT, BEFORE OR AFTER THE MATURITY THEREOF AND PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT UNDER THE INDENTURE HAS OCCURRED AND IS CONTINUING (THE "RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO SECURE THE SECURITIES IN ANY MANNER, AND, AT THE OPTION OF THE COMPANY, THE SECURITIES EITHER (a) WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (b) WILL BE SECURED BY FIRST MORTGAGE BONDS ISSUED UNDER AN INDENTURE OTHER THAN THE FIRST MORTGAGE INDENTURE. IN CERTAIN CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE INDENTURE, THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF AN ISSUE OF COLLATERAL BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF THE RELATED SERIES OF SECURITIES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL BONDS. [Include the following paragraph if the Company elects to issue Substituted Collateral Bonds (as defined in the Indenture): The Securities will be secured by First Mortgage Bonds (the "Collateral Bonds") delivered by the Company to the Trustee for the benefit of the Holders of the Securities, issued under [the Substituted Mortgage Indenture (as defined in the Indenture)] from the Company to ________________, as trustee (the "Mortgage Trustee"). Reference is made to the Substituted Mortgage Indenture and the Indenture for a description of the rights of the Trustee as holder of the Substituted Collateral Bonds, the property mortgaged and pledged under the Substituted Mortgage Indenture, the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee, the terms and conditions upon which the Substituted Collateral Bonds are secured and the circumstances under which additional Substituted Collateral Bonds may be issued.] 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR insert --FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a1273(a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, ___,THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS __________ AND THE YIELD TO MATURITY OF THIS SECURITY IS _________). Adelphia Communications Corporation _______________________ AMERICAN HERITAGE LIFE INVESTMENT CORPORATION ........................ No. ________ ($)________ Adelphia Communications CorporationAMERICAN HERITAGE LIFE INVESTMENT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware Florida (herein called 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 $____________ 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) (quarterly) (monthly) in arrears 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 _______________ of _______________ (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and (if applicable, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in ________________, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert FOR PURPOSES OF SECTION 1272 OF THE XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS _______, _% OF ITS PRINCIPAL AMOUNT AND THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS _______________, 200___ [, -- AND] THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF YIELD TO MATURITY IS ________%. [THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY METHOD USED TO DETERMINE THE YIELD IS ____________________ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY ______________, 200___ TO _____________________, 200___ IS _______). Adelphia Communications Corporation ________% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] XXXXXXX & XXXXX, INC. $_______________ No. ________ ($)________ Adelphia Communications CorporationXXXXXXX & XXXXX, INC., a corporation duly organized and existing under the laws of the State state of Delaware Ohio (herein called 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 ______) 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) (quarterly) (monthly) in arrears semiannually on ________________ and ________________ in each year, commencing ________________, [If the Security is to bear interest at a fixed rate: at the rate of ____________% per annum] [if the Security is to bear interest at an adjustable rate: at a rate per annum computed or determined in accordance with the provisions below], until the principal hereof is paid or made available for payment ([If applicable insert--, applicable: 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 ____________ of or (whether or not a Business Day), as the case maybemay be, the next Business Day 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 acceleration or redemption or at the Stated Maturity and and, in such case 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, of (and premium, if any, on) and (if [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 _______, the city and state of New York in Dollars (such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert--; : provided, however, that at the option of the Company payment of interest may be made by check mailed on or before the relevant Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register)]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (11273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a1(a) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, ___,THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______)_. Adelphia Communications Corporation MCN INVESTMENT CORPORATION ......................... No. ________________ [$]________ No. ________ ($)________ Adelphia Communications CorporationMCN INVESTMENT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware Michigan (herein called 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 --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) (] [quarterly) (] [monthly) in arrears ] on _______ and ________ 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 ____ of _____ of (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _________, in Dollars ([if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)]. 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.

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Insight Communications Corporation Company, Inc. _______________________ No. ________ ($)________ Adelphia Insight Communications CorporationCompany, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ 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) (quarterly) (monthly) in arrears 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 ________ of (whether or not a Business Day), as the case maybe, 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 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, 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 _______, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SECTIONS 1272, 1273 AND 1275 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (AMENDED, THE "CODE")ISSUE PRICE OF THIS SECURITY WAS EQUAL TO __% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS __________, 199_[,] [AND] THE YIELD TO MATURITY IS ___% [, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY METHOD USED TO DETERMINE THE YIELD IS _______, _ [AND] THE AMOUNT OF ORIGINAL ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______)___, 19__ TO _______, 19_ IS __% OF THE PRINCIPAL AMOUNT OF THIS SECURITY] [AND, FOR PURPOSES OF TREASURY REGULATIONS SECTION 1.1275-4, THE COMPARABLE YIELD OF THIS SECURITY IS ___ AND THE PROJECTED PAYMENT SCHEDULE OF THIS SECURITY IS __]. Adelphia Communications Corporation AMERCO ___________________________________ CUSIP No. ____________ ($)No. ___________ Adelphia Communications Corporation$________ AMERCO, a corporation duly organized and existing under the laws of the State of Delaware Nevada (herein called the "Company," which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , __________________________________ or registered assigns, the principal sum of $______________________ Dollars on ________. (If ____________________ ____________________________________________ [if the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears on ________ and in _______ (each year"an Interest Payment Date"), commencing ___________, at the rate of _______% per annum, until the principal hereof is paid or made available for payment (If applicable [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 ________ of (whether or not a Business Day), as the case maybe, 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 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, 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 _______, in Dollars _____________________(if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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 whether or not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.a Business

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")XXXXXXX, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY XXX XXXXX XXXXX XX XXXX XXCURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) % OF THIS SECURITY IS _______, ITS PRINCIPAL AMOUNT AND THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _________, 20__.] ROPER INDUSTRIES, INC. _____% NOTE DUE _________ No._________ $___________ No. ________ ($)________ Adelphia Communications CorporationROPER INDUSTRIES, INC., a Delaware corporation duly organized and existing under the laws of the State of Delaware (herein hereinafter called the "CompanyXXXPANY," 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 $_______ on ________. (______________ Dollars on [If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears annually on ____________________ and __________________ in each year, commencing ____________________, at the rate of _______% per annum, [If applicable, insert method of calculation of floating rate,] until the principal hereof is paid or made available for payment ([If applicable 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 ______________ of or ____________________ (whether or not a Business Day), as the case maybemay 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 ten (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--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 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, of (and premium, if any, ) and ([if applicable, insert--any such) ] interest on this Security will be made at the office offices or agency agencies of the Company maintained for that purpose in _______the Borough of Manhattan, in Dollars The City of New York, [describe relevant currency] provided, however, that payment of principal of (and premium, if any) will be made only on presentment and surrender hereof [if applicable, insert--; [provided, however, that at the option of the Company payment of interest may be made by check drawn upon any Paying Agent and mailed on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register). .]] [Insert a brief description of the right, if any, of Holders to elect repayment] 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 hereof, directly or through an authenticating agent, by the manual signaturesignature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR -------------------------------------------------------------- PURPOSES OF SECTION 1272 OF THE XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 200 [, -- AND] THE YIELD TO MATURITY IS _____%. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation ________, 200__TO ____________________, 200__IS ___ No. _% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] ICOS CORPORATION ____% Convertible [Subordinated] Due _________ ($)________ Adelphia Communications Corporation$ No. ICOS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --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) (quarterly) (monthly) in arrears semiannually on ________ and in each year, commencing _________, [If the Security is to bear -------------------------- interest at a fixed rate, insert--at the rate of _______% per annum] [if the Security -------------------------------- --------------- is to bear interest at an adjustable rate, insert--at a rate per annum computed ------------------------------------------------- or determined in accordance with the provisions below], until the principal hereof is paid or made available for payment ([If applicable 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 ________ of or (whether or not a Business Day), as the case maybemay 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 acceleration or redemption or at the 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, 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 _______, the City and State of New York in Dollars (such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, ------------- insert--; provided, however, that at the option of the Company payment of ------ -------- ------- interest may be made by check mailed on or before the relevant Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register)]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Security. (If the Security is an Original Issue Discount Mutual Group, Ltd. [Title of Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO THIS SECURITY IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD TO MATURITY OF THIS SECURITY IS _______). Adelphia Communications Corporation _______________________ ] No. ________ ($)________ Adelphia Communications Corporation$ MUTUAL GROUP, LTD., a corporation duly organized and existing under the laws of the State of Delaware (herein hereinafter called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ on ________. (If the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from _______________, or registered assigns, the principal sum of __________ Dollars on __________ __, ___ [if the Security is a Global Security, then insert-- or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided, that the Company may shorten or extend the Stated Maturity of the principal of this Security to a date not earlier than ________ and not later than ________ at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture.] The Company further promises to pay interest on said principal sum from _________, ___ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, (semi-[monthly] [quarterly] [semi- annually) (quarterly) (monthly) ] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ________ and in [insert applicable Interest Payment Dates] of each year, commencing ________, ____, at the rate [if fixed rate, insert--of ___%] [if floating rate, insert--equal to ____% in excess of the Floating Rate Index] per annum, [if applicable, insert--together with Additional Tax Sums, if any, as provided in Section 10.7 of the Indenture] until the principal hereof is paid or duly provided for or made available for payment (If applicable [if applicable, insert--; provided, that any overdue principal, premium, Additional Amounts, Additional Tax Sums and any overdue installment of interest shall bear additional interest at the rate [if fixed rate, insert--of ___%] [if floating rate, insert--equal to ___% in excess of the Floating Rate Index] per annum (to the extent that the payment of such interest shall be legally enforceable) at ), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30- day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate of ________% per annum on any overdue principal and premium and on any overdue installment of interest)by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in such the 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 interestinterest installment [if applicable, insert--, which shall be the [____________ of or ____________] (whether or not a Business Day), as the case maybemay be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for will shall 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 Maturityapplicable, insert--The principal So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security shall not bear interest except in Security, from time to time to defer the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of interest on this Security shall bear interest at the rate of for up to _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period") [If applicable, insert--, during which Extension Periods the Company shall have the right to make no payments or partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including any Additional Interest, as provided below; provided, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided, that no Extension Period shall exceed _% per annum _____ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension shall bear Additional Interest (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 [if fixed rate, insert -- ______%] [if floating rate, insert -- equal to _____% in excess of the Floating Rate Index] per annum (annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the dates on which amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the extent that the payment of such next succeeding Interest Payment Date on which 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 on this Security would be payable on demand.) Payment of the principal of, and premium, if any, and (but for such deferral [if applicable, insert--or so long as such Securities are held by [insert name of applicable Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such Trust would be payable but for such deferral and (ii) the date on which the Administrative Trustees of such Trust are required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable]. Payment of the principal of and any such) premium and interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______the [insert Place of Payment], in Dollars (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 (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer to an account at a banking institution in the United States that the Holder designates in writing to the Trustee at least 10 Business Days prior to the Interest Payment Date]. The indebtedness evidenced by this Security Register)is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Company Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Company Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL SXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX XXXERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 [, -- AND] THE YIELD TO MATURITY IS ___ %. [THE METHOD USED TO DETERMINE THE YIELD IS _______, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation ________, 19__ TO ___________, 19__ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] FORD MOTOR COMPANY ___% NOTE DUE ______________ ____________________________ [CUSIP No. ________ ($)________ Adelphia Communications Corporation] $ No. FORD MOTOR COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," ", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $_______ Dollars on ________. ([If the Security is to bear interest prior to Maturity, insert --insert--, and to pay interest thereon from _______________ or from the most recent Interest 22 Payment Date to which interest has been paid or duly provided for, (semi-annually) (quarterly) (monthly) in arrears 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 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 instalment 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 ________ of or (whether or not a Business Daybusiness day), as the case maybemay 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 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, 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 _______the Borough of Manhattan, the City and State of New York in Dollars (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--; and in immediately available funds] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register)] [if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by 23 wire transfer [of immediately available funds] to an account of the Person entitled thereto as such account shall be provided to the Security Registrar and shall appear on the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. 24

Form of Face of Security. (If the Security is an Original Issue Discount Security, insert--FOR insert --FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a1273(a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a)) WITH RESPECT TO THIS SECURITY IS ________, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS _______, ___,THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY IS __________ AND THE YIELD TO MATURITY OF THIS SECURITY IS _________). Adelphia Communications Corporation _______________________ AMERICAN HERITAGE LIFE INVESTMENT CORPORATION ........................ No. ________ ($)________ Adelphia Communications CorporationAMERICAN HERITAGE LIFE INVESTMENT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware Florida (herein called 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 $____________ 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) (quarterly) (monthly) in arrears 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 _______________ of _______________ (whether or not a Business Day), as the case maybemay 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 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, of (and premium, if any, ) and (if applicable, insert--any such) interest on this Security will be made at the office or agency of the Company maintained for that purpose in ________________, in Dollars (if applicable, insert--; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 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.

Form of Face of Security. ([If the Security is an Original Issue Discount Security, insert--insert FOR PURPOSES OF SECTION 1272 OF THE XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273 (a) (1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH RESPECT TO ON THIS SECURITY IS _______, % OF ITS PRINCIPAL AMOUNT AND THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY DATE IS ______________, 200_[, AND] THE ISSUE DATE (AS DEFINED IN SECTION 1275(a)(2) OF YIELD TO MATURITY IS ________%. [THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS SECURITY METHOD USED TO DETERMINE THE YIELD IS _____________ AND THE YIELD AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO MATURITY THE SHORT ACCRUAL PERIOD OF THIS SECURITY IS _______). Adelphia Communications Corporation ______________________, 200_ No. TO ________ ($)__________, 200_ Adelphia Communications CorporationIS ____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]] XXXXXXX & XXXXX, INC. $_______ No.______ XXXXXXX & XXXXX, INC., a corporation duly organized and existing under the laws of the State state of Delaware Ohio (herein called 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 $_______ on ________. ___________________________________ Dollars ($_________________) 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) (quarterly) (monthly) in arrears semiannually on ____________ and in each year, commencing ________________, [If the Security is to bear interest at a fixed rate: at the rate of ___________ % per annum] [if the Security is to bear interest at an adjustable rate: at a rate per annum computed or determined in accordance with the provisions below], until the principal hereof is paid or made available for payment ([If applicable insert--, applicable: 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 _______________ of or _________________ (whether or not a Business Day), as the case maybemay be, the next Business Day 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 acceleration or redemption or at the Stated Maturity and and, in such case 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, of (and premium, if any, on) and (if [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 _______, the city and state of New York in Dollars (such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert--; : provided, however, that at the option of the Company payment of interest may be made by check mailed on or before the relevant Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register)]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.